12/04/2025 | Press release | Distributed by Public on 12/04/2025 17:27
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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 Preferred Stock | $2 | 11/07/2025 | J | 350 | (2) | (3) | Common Stock | 175,000 | (1) | 0 | D | ||||
| Warrants | $11.50 | 10/28/2025 | J | 557,000 | (4) | 06/20/2029 | Common Stock | 557,000 | (1) | 0 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
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DIGITAL HEALTH SPONSOR LLC 980 N. FEDERAL HWY #304 BOCA RATON, FL 33432 |
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Sands Lawrence M. 980 N FEDERAL HWY #304 BOCA RATON, FL 33432 |
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| /s/ Lawrence Sands, Manager | 12/04/2025 | |
| **Signature of Reporting Person | Date | |
| /s/ Lawrence Sands | 12/04/2025 | |
| **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) | Represents a pro rata distribution for no consideration by the reporting person to its members. |
| (2) | The Series A Preferred Stock is convertible into the issuer's common stock at any time following the earlier of 12 months after the initial issuance of the Series A Preferred Stock or the date on which no shares of Series A Preferred Stock remain outstanding. |
| (3) | Not applicable. |
| (4) | Warrants may be exercised at any time commencing thirty (30) days after June 24, 2024. |
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Remarks: Lawrence M. Sands is filing this Form 4 jointly with the Reporting Person solely in his capacity as manager of the Reporting Person. As such, he has sole voting and investment power with respect to the issuer's securities held by the Reporting Person. Mr. Sands disclaims beneficial ownership of such securities other than to the extent of his pecuniary interest, if any, therein, directly or indirectly. |
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