12/29/2025 | Press release | Distributed by Public on 12/29/2025 18:53
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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 C Warrant (Right to Buy) | $2.04 | 12/23/2025 | A(1) | 122,549 | (4) | (4) | Common Stock | 122,549 | (2) | 122,549 | D | ||||
| Series D Warrant (Right to Buy) | $2.04 | 12/23/2025 | A(1) | 122,549 | (5) | (5) | Common Stock | 122,549 | (2) | 122,549 | D | ||||
| Warrant (Right to Buy) | $12.7 | 12/23/2025 | D(6) | 7,874(3) | (6) | (6) | Common Stock | 7,874(3) | (6) | 0 | D | ||||
| Warrant (Right to Buy) | $2.04 | 12/23/2025 | A(6) | 7,874(3) | (6) | (6) | Common Stock | 7,874(3) | (6) | 7,874(3) | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
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Van Hoose Kyri K. 3525 DEL MAR HEIGHTS RD. #322 SAN DIEGO, CA 92130 |
SVP, CFO | |||
| /s/ Gerald T. Proehl, Attorney-in-Fact | 12/29/2025 | |
| **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) | The shares of common stock and accompanying warrants reported herein were purchased together by the Reporting Person from the Issuer in a private placement (the "Private Placement"), which transaction is exempt from Section 16(b) in accordance with Rule 16b-3(d)(1) promulgated under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Each share of common stock was purchased together with (i) a series C warrant to purchase one share of common stock and (ii) a series D warrant to purchase one share of common stock. The purchase price per share and accompanying warrants was $2.04. |
| (2) | The purchase price per share of common stock and accompanying warrants was $2.04. |
| (3) | Reflects a one-for-10 reverse stock split effected by the Issuer on August 1, 2025. |
| (4) | This warrant will become exercisable beginning on the effective date of stockholder approval of the issuance of the shares of common stock issuable upon exercise of the warrants issued in the Private Placement. This warrant will expire five years from the effective date of stockholder approval and cannot be exercised by the Reporting Person if, after giving effect thereto, the Reporting Person, together with his/her affiliates, would beneficially own, as determined in accordance with Section 13(d) of the Exchange Act, more than 9.99% of the number of shares of the common stock outstanding immediately after giving effect to such exercise, subject to certain exceptions. |
| (5) | This warrant will become exercisable beginning on the effective date of stockholder approval of the issuance of the shares of common stock issuable upon exercise of the warrants issued in the Private Placement. This warrant will expire two years from the effective date of stockholder approval and cannot be exercised by the Reporting Person if, after giving effect thereto, the Reporting Person, together with his/her affiliates, would beneficially own, as determined in accordance with Section 13(d) of the Exchange Act, more than 9.99% of the number of shares of the common stock outstanding immediately after giving effect to such exercise, subject to certain exceptions. |
| (6) | In connection with the Private Placement, the Reporting Person entered into an amendment to an outstanding warrant issued on January 3, 2025, which amended the exercise price of the outstanding warrant from $12.70 to $2.04. This amendment is reported as the cancellation of the "old" warrant and the purchase of a replacement warrant. The warrant amendment transaction is exempt from Section 16(b) in accordance with Rule 16b-3(e) promulgated under the Exchange Act. |