10/27/2026 | Press release | Distributed by Public on 10/27/2026 15:32
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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 | ||||||||
| 5% Convertible Debenture | $2.68 | 10/20/2026 | P | $1,953,192.04(5) | (4) | 10/20/2031 | Common Stock | 728,803 | $1,953,192.04 | $1,953,192.04 | I | By The Red Oak Fund, LP directly(1)(3) | |||
| 5% Convertible Debenture | $2.68 | 10/20/2026 | P | $1,046,808(5) | (4) | 10/20/2031 | Common Stock | 390,600 | $1,046,808 | $1,046,808 | I | By The Red Oak Long Fund, LP directly(2)(3) | |||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
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Red Oak Partners, LLC 40 SE 5TH STREET SUITE 502 BOCA RATON, FL 33432 |
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Red Oak Fund, LP 40 SE 5TH STREET SUITE 502 BOCA RATON, FL 33432 |
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Red Oak Long Fund, LP 40 SE 5TH STREET SUITE 502 BOCA RATON, FL 33432 |
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Sandberg David 40 SE 5TH STREET SUITE 502 BOCA RATON, FL 33432 |
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| David Sandberg | 10/27/2026 | |
| **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) | Red Oak Partners, LLC ("ROP") serves as the general partner of The Red Oak Fund, LP, a Delaware limited partnership (the "Fund"), the direct owner of the subject securities. David Sandberg is the managing member of ROP and the Fund's portfolio manager. |
| (2) | ROP serves as the general partner of The Red Oak Long Fund, LP, a Delaware limited partnership (the "Long Fund"), the direct owner of the subject securities. David Sandberg is the managing member of ROP and the Long Fund's portfolio manager. |
| (3) | Each Reporting Person disclaims beneficial ownership of all securities reported herein, except to the extent of their pecuniary interest therein, if any, and this report shall not be deemed an admission that such Reporting Person is the beneficial owner of the shares for purposes of Section 16 of the Securities and Exchange Act of 1934 or for any other purpose. |
| (4) | Immediately exercisable. |
| (5) | The reporting persons purchased the 5% Convertible Debenture at 100% of its principal amount in a private placement pursuant to aa agreement dated October 20, 2026 |