04/30/2026 | Press release | Distributed by Public on 04/30/2026 19:49
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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 | ||||||||
| Pre-Funded Warrants (Right to Buy) | $0.01 | 10/16/2025 | P | 11,332,020(3) | 01/01/2026 | (4) | Common Stock | 11,332,020(3) | $ 0 | 11,332,020(3) | I | By R01 Entities(2) | |||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
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Kazley Michael John 1111 LINCOLN ROAD, SUITE 500 MIAMI BEACH, FL 33139 |
X | X | Chief Executive Officer | |
| /s/ Michael Kazley | 04/30/2026 | |
| **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) | This amendment updates the beneficial ownership of the Reporting Persons to reflect the Issuer's 1-for-5 reverse stock split (the "Reverse Stock Split") that became effective on February 20, 2026, pursuant to which the number of shares of Common Stock held by the Reporting Persons was adjusted from 56,806,080 to 11,361,216. |
| (2) | The reported securities may also be deemed to be beneficially owned by R01 Fund LP ("R01 LP"), R01 Capital LLC ("R01 Capital") and R01 Capital Manager LLC ("R01 Capital Manager" and together with R01 LP, R01 Capital and the Reporting Person, the "R01 Entities"), each of which or whom disclaim beneficial ownership of these shares, except to the extent of its or his pecuniary interest in such shares, if any. R01 Capital is the general partner of R01 LP. R01 Capital Manager is the investment manager for R01 Capital. The Reporting Person is the managing member of R01 Capital Manager. |
| (3) | This amendment updates the beneficial ownership of the Reporting Persons to reflect anti-dilution adjustments under the pre-funded warrants issued by the Issuer to R01 LP and other investors on October 16, 2025 (the "Pre-Funded Warrants"). As a result of dilutive issuances of the Issuer's Common Stock during the fourth quarter of 2025, the anti-dilution adjustments of the Pre-Funded Warrants increased the Reporting Person's aggregate number of shares of Common Stock issuable upon exercise of the Pre-Funded Warrants to 56,660,098 on a pre-Reverse Stock Split basis, which was adjusted to 11,332,020 on a post-Reverse Stock Split basis.. |
| (4) | The Pre-Funded Warrants have no expiration date and are exercisable for shares of Common Stock at any time. |