04/20/2026 | Press release | Distributed by Public on 04/20/2026 06:03
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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 | ||||||||
| Series A Nonvoting Convertible Preferred Stock | (1) | 04/15/2026 | J(4) | 16,667 | (1) | (1) | Common Stock | 16,667 | $3(1) | 16,667 | I | By KC Global Media Asia LLC(2)(3) | |||
| Warrant | $3 | 04/15/2026 | J(4) | 8,333 | 04/15/2026 | 04/15/2031 | Common Stock | 8,333 | $ 0 (1) | 8,333 | I | By KC Global Media Asia LLC(2)(3) | |||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
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Kaplan Andrew Jay 3900 PASEO DEL SOL SANTA FE, NM 87507 |
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| /s/ Andrew Jay Kaplan | 04/20/2026 | |
| **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) | Each share of Series A Nonvoting Convertible Preferred Stock is convertible into one share of Common Stock. The shares are not convertible into Common Stock until shareholder approval is received after which it will automatically convert to common shares on the third business day after such approval is received. There is no expiration date for the Series A Nonvoting Convertible Preferred Stock. The price of each share of Series A Non is $3.00 and includes 1/2 warrant with an initial exercise date which is six months from the issue date and a term of three years. |
| (2) | The securities are held by KC Global Media Asia LLC ("KCGM"). Mr. Kaplan serves as Chairman of KCGM and is deemed to beneficially own the securities held by KCGM. |
| (3) | Mr. Kaplan disclaims beneficial ownership of all securities held by KCGM in excess of his pecuniary interest, if any, and this report shall not be deemed an admission that he is the beneficial owner of, or has pecuniary interest in, any such excess shares for the purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose. |
| (4) | The shares were purchased pursuant to a Securities Purchase Agreement between the Issuer and the Reporting Person. |