09/09/2025 | Press release | Distributed by Public on 09/09/2025 15:21
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) |
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 |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
BRADLEY NATHANIEL T C/O EOS TECHNOLOGY HOLDINGS INC. 48 WALL STREET, FLOOR 11 NEW YORK, NY 10005 |
X | X | Chief Executive Officer | |
EOS Technology Holdings Inc. 48 WALL STREET, FLOOR 11 NEW YORK, NY 10005 |
X |
/s/ Nathaniel Bradley | 09/09/2025 | |
**Signature of Reporting Person | Date | |
EOS Technology Holdings Inc. /s/ Nathaniel Bradley | 09/09/2025 | |
**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 Form 4 is jointly filed by Nathaniel Bradley and EOS Technology Holdings Inc. ("EOS"). The shares of common stock, par value $0.0001 per share (the "Common Stock") of the issuer are beneficially owned both directly and indirectly, as outlined above and more fully described below, by Mr. Bradley. 10,000,000 shares of Common Stock of the issuer were issued to EOS pursuant to an amendment and conversion agreement, dated as of September 7, 2025 (the "EOS Note Amendment") between EOS and the issuer, to the Convertible Promissory Note (the "EOS Note") issued to EOS on December 31, 2024 in the original principal amount of $10,000,000. Pursuant to the EOS Note Amendment, EOS converted (the "EOS Note Conversion") $3,200,000 of the balance of the EOS Note into 10,000,000 shares of the issuer's Common Stock, at a conversion price of $0.32 per share, and the floor price set forth in the EOS Note was waived and did not apply to the EOS Note Conversion. |
(2) | Mr. Bradley, as an officer and sole director of EOS, has the power to dispose of and the power to vote the shares of Common Stock beneficially owned by EOS. Mr. Bradley disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of such securities for purposes of Section 16 of the Securities Exchange Act of 1934 (the "Exchange Act") or for any other purposes. |
(3) | Mr. Bradley disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of such securities for purposes of Section 16 of the Exchange Act or for any other purposes. |