08/10/2026 | Press release | Distributed by Public on 08/10/2026 18:41
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FORM 3
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF 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. | SEC 1473 (7-02) | ||
| 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. | |||
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1. Title of Derivative Security (Instr. 4) |
2. Date Exercisable and Expiration Date (Month/Day/Year) |
3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) |
4. Conversion or Exercise Price of Derivative Security |
5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5) |
6. Nature of Indirect Beneficial Ownership (Instr. 5) |
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| Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
| Obligation to Buy (Initial Purchase)(1) | 08/06/2026 | 09/30/2026(1) | Common Stock | 176,006(5) | $1.85 | I | By Kotarba Partners Fund I, LP(2) |
| Purchase Option (right to buy)(3) | 08/06/2026 | 03/31/2028 | Common Stock | 176,006(5) | $1.85 | I | By Kotarba Partners Fund I, LP(2) |
| Purchase Option (right to buy)(3) | 08/06/2026 | 03/31/2028 | Common Stock | 386,522(5) | (4) | I | By Kotarba Partners Fund I, LP(2) |
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
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Kotarba Scott 1827 BROKEN BEND DRIVE WESTLAKE, TX 76262 |
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| Steven Taylor, Attorney-in-Fact for Scott S. Kotarba | 08/10/2026 | |
| **Signature of Reporting Person | Date |
| * | If the form is filed by more than one reporting person, see Instruction 5(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) | Represents the obligation of Kotarba Partners Fund I, LP to purchase 176,006 shares of common stock at a price of $1.85 per share at the Initial Closing under the Purchase and Sale Agreement described in footnote (3). The Initial Closing had not occurred as of the date of the event reported on this Form, and no Reporting Person held voting or dispositive power over such shares as of such date. The expiration date reported above is September 30, 2026, which is the date on which the Purchase and Sale Agreement terminates if the Initial Closing has not occurred by such date. That date may be extended by mutual written consent of Kotarba Partners Fund I, LP and The Oregon Community Foundation. |
| (2) | The securities underlying the derivative securities reported herein are held of record by The Oregon Community Foundation, as seller, and will be held of record by Kotarba Partners Fund I, LP upon the closing of the applicable purchase. Kotarba Partners & Co, LLC is the general partner of Kotarba Partners Fund I, LP, and the Reporting Person is the Managing Member of Kotarba Partners & Co, LLC. The Reporting Person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and the filing of this report shall not be deemed an admission that the Reporting Person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose. |
| (3) | The Purchase Option was acquired pursuant to a Purchase and Sale Agreement dated August 6, 2026 between The Oregon Community Foundation, as seller, and Kotarba Partners Fund I, LP, as buyer. The Purchase Option is exercisable in whole or in part from time to time by written notice through March 31, 2028, with each closing to occur no later than ten business days following the date of the exercise notice. Each exercise of the Purchase Option must cover at least 50,000 shares, or all remaining shares if fewer than 50,000 remain available for purchase. |
| (4) | The exercise price is equal to eighty-five percent (85%) of the volume weighted average price of the Issuer's common stock as traded and reported on Nasdaq for the thirty (30) consecutive trading days ending on the last business day immediately prior to the applicable closing date, subject to a minimum purchase price of $1.85 per share and a maximum purchase price of $4.00 per share. |
| (5) | In the event the Issuer effects a stock split, reverse stock split, stock dividend, subdivision, combination, recapitalization, reclassification or similar event affecting its common stock, the number of shares subject to the Initial Purchase and the Purchase Option and each purchase price, including the minimum and maximum prices referenced in footnote (4), are subject to proportionate and equitable adjustment. |