05/07/2026 | Press release | Distributed by Public on 05/07/2026 15:31
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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 | ||||
| Series F Preferred Stock | (1) | (1) | Common Stock | 1,620,078 | (1) | I | See Footnote(2)(3)(4) |
| Series E-2 Preferred Stock | (1) | (1) | Common Stock | 1,692,658 | (1) | I | See Footnote(2)(3)(4) |
| Convertible Notes | (5) | (5) | Common Stock | 166,666 | (5) | D | |
| Convertible Notes | (5) | (5) | Common Stock | 314,090 | (5) | I | By U.S. Venture Partners Select Fund I, L.P |
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
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Tansey Casey M 2802 FLINTROCK TRACE, SUITE 226 AUSTIN, TX 78738 |
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| /s/ Chase Leavitt, Attorney-in-Fact | 05/07/2026 | |
| **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) | Each share of our Series F Preferred Stock and Series E-2 Preferred Stock will convert into Common Stock immediately prior to the completion of the Issuer's initial public offering pursuant to its terms. |
| (2) | Consists of (i) 1,309,155 shares of Common Stock underlying Series F Preferred Stock held by U.S. Venture Partners Select Fund I, L.P. ("USVP SFI") on its own behalf and as a nominee for U.S. Venture Partners Select Fund I-A, L.P. ("USVP SFI-A" and, together with USVP SFI, the "USVP Select Funds"), (ii) 1,610,903 shares of Common Stock underlying Series E-2 Preferred Stock and 295,906 shares of Common Stock underlying Series F Preferred Stock held by U.S. Venture Partners XII, L.P. ("USVP XII"), and (iii) 81,755 shares of Common Stock underlying Series E-2 Preferred Stock and 15,017 shares of Common Stock underlying Series F Preferred Stock held by U.S. Venture Partners XII-A, L.P. ("USVP XII-A" and, together with USVP XII, the "USVP XII Funds"). |
| (3) | Presidio Management Group XII, L.L.C. ("PMG XII") is the general partner of USVP XII and USVP XII-A and may be deemed to have sole voting and dispositive power with respect to the shares held by USVP XII and USVP XII-A. Presidio Management Group Select Fund I, L.L.C. ("PMG Select") is the general partner of USVP SFI and USVP SFI-A and may be deemed to have sole voting and dispositive power with respect to the securites held by USVP SFI and USVP SFI-A. |
| (4) | The Reporting Person is the managing partner and a managing member of each of PMG XII and PMG Select, and may be deemed to share voting and dispositive power with respect to the securites described herein. The Reporting Person disclaims beneficial ownership of such holdings, except to the extent of his pecuniary interest in the shares. |
| (5) | The Convertible Notes will automatically convert into Common Stock immediately prior to the closing of the Issuer's initial public offering (the "Offering"). The conversion price is the lower of (a) 80% of the Offering price per share and (b) the valuation of the Issuer immediately prior to the closing of the Offering divided by the number of fully diluted shares of capital stock (on an as-converted basis) outstanding immediately prior to Offering, excluding the Convertible Notes. |
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Remarks: Exhibit 24 - Power of Attorney. |
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