09/22/2026 | Press release | Distributed by Public on 09/22/2026 16:28
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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 | ||||
| Pre-Funded Warrant (Right to Buy) | 08/24/2026 | (1) | Series A-1 Preferred Stock(2) | 250(2) | $0.0001 | D | |
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
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Ciongoli Gregory Austin 3115 MERRYFIELD ROW, SUITE 120 SAN DIEGO, CA 92121 |
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| /s/ Christian Waage, Attorney-in-Fact | 09/22/2026 | |
| **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) | The Pre-Funded Warrant has no expiration date and is exercisable immediately. Prior to the Issuer obtaining stockholder approval under applicable Nasdaq rules and regulations in connection with the Issuer's private placement pursuant to which the Pre-Funded Warrants were issued ("Stockholder Approval"), the Pre-Funded Warrants are only exercisable for shares of Series A-1 non-voting convertible preferred stock. Following the Issuer's receipt of Stockholder Approval, the Pre-Funded Warrants are only exercisable for shares of the Issuer's common stock. |
| (2) | Each share of Series A-1 non-voting convertible preferred stock is convertible automatically upon receipt of Stockholder Approval into a number of shares of the Issuer's common stock equal to $1,000 divided by $11.20, pursuant to the terms of the Series A-1 Certificate of Designation and subject to applicable beneficial ownership limitations. |