06/05/2026 | Press release | Distributed by Public on 06/05/2026 08:45
|
FORM 4
|
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 |
|
|
||||||||||||||||||||||||||||||||||||||
|
||||||||||||||||||||||||||||||||||||||
| 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) | ||
|
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) |
||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Pre-funded Warrant | (5) | 05/27/2026 | J(1) | 113,636(2) | (5) | (5) | Common Stock, $0.01 par value per share | 113,636(2) | (5) | 238,422(2) | D(3) | ||||
| Pre-funded Warrant | (5) | (5) | (5) | Common Stock, $0.01 par value per share | 0 | 1,894,707(2) | I | See footnote(4) | |||||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
|
Domicilium Real Estate Fund III LP 535 S. KIMBALL AVE, SUITE 140 SOUTHLAKE, TX 76092 |
X | |||
| Domicilium Real Estate Fund III LP, By: Domicilium Real Estate Fund III GP LLC, its General Partner | 06/05/2026 | |
| **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) | Pursuant to the terms of the pre-funded warrants to purchase shares of the Issuer's common stock (the "Pre-Funded Warrants"), Domicilium Real Estate Fund III LP (the "Fund"), exchanged 1,250,000 shares of common stock of the Issuer for pre-funded warrants to purchase an equivalent number of shares of common stock of the Issuer. |
| (2) | These securities reflect a 11 for 1 reverse stock split effective May 29, 2026. |
| (3) | The securities are owned directly by the Fund and may be deemed to be indirectly beneficially owned by (i) Domicilium Capital Partners LLC, ("Domicilium") the investment adviser to the Fund, (ii) Domicilium Real Estate Fund III GP LLC (the "General Partner"), the general partner of the Fund, and (iii) Daniel Simon, the managing member of Domicilium and the General Partner. |
| (4) | The securities are owned by various entities and may be deemed to be indirectly beneficially owned by (i) Domicilium, the investment adviser to such entities and (ii) Daniel Simon, the managing member of Domicilium. |
| (5) | The Pre-Funded Warrants have no expiration date and are exercisable at any time after the date of issuance. A holder of Pre-Funded Warrants may not exercise the Pre-Funded Warrant if the holder, together with its affiliates, would beneficially own more than 4.99% of the number of shares of common stock outstanding immediately after giving effect to such exercise. |
|
Remarks: Each Reporting Person disclaims beneficial ownership in the securities reported on this Form 4 except to the extent of its pecuniary interest, if any, therein, and this report shall not be deemed to be an admission that such Reporting Person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose. |
|