04/02/2026 | Press release | Distributed by Public on 04/02/2026 18:05
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FORM 4
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) | ||
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1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) |
4. Transaction Code (Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) |
6. Date Exercisable and Expiration Date (Month/Day/Year) |
7. Title and Amount of Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Convertible Promissory Note | $33.34 | 03/31/2026 | J(1) | 4,902,220 | 10/23/2025 | 09/22/2035 | Common Shares | 4,902,220 | (2) | 0 | I | Held by Zero Gravity Labs Inc., a corporation owned and controlled by the Reporting Person | |||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
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Heinrich Michael C/O ZEROSTACK CORP. 40 KING STREET W., SUITE 2400 TORONTO M5H 3Y2 |
X | Executive Chairman | ||
| /s/ Dany Vaiman as attorney-in-fact for Michael Heinrich | 04/02/2026 | |
| **Signature of Reporting Person | Date |
| * | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
| ** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
| (1) | On March 31, 2026, the Issuer entered into a note settlement agreement (the "Note Settlement Agreement") with Zero Gravity Labs Inc., a Delaware corporation ("0G") pursuant to which the convertible promissory note (the "Note") issued to 0G pursuant to the securities purchase agreement dated September 22, 2025, as amended on October 9, 2025, by and between the Issuer and 0G was settled. The Note Settlement Agreement provides that upon payment by the Issuer to 0G on or before March 31, 2026, of 50,000,000 Tokens (as defined in the Note), the Issuer shall be deemed to have paid the entire Principal (as defined in the Note) and Interest (as defined in the Note) of the Note in full and the Issuer shall have no further obligations under the Note and the Note shall be deemed to be satisfied. |
| (2) | Represents issuance of convertible promissory note to Zero Gravity Labs Inc., a Delaware corporation owned and controlled by the Reporting Person, in the principal amount of 50,000,000 0G bitcoin tokens. |