05/12/2026 | Press release | Distributed by Public on 05/12/2026 15:38
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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 D Convertible Preferred Stock | (1) | 05/08/2026 | C | 16,611,626 | (1) | (1) | Common Stock | 1,709,543(4) | (1) | 0 | D(2)(3) | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
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Dimension Capital II, L.P. 632 BROADWAY, SUITE 801 NEW YORK, NY 10012 |
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| s/ Adam Goulburn - for Dimension Capital II, L.P., By: Dimension Capital II GP, LP, its general partner, By: Adam Goulburn, Member | 05/12/2026 | |
| **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) | The Series D Preferred Stock automatically converted into Common Stock immediately prior to the closing of the Issuer's initial public offering on a 1-for-9.7170 basis for no additional consideration. |
| (2) | Held directly by Dimension Capital II, L.P. ("Dimension Capital II"). Dimension Management, L.P. ("Dimension Management") is the investment advisor to Dimension Capital II. Dimension Management GP, L.P. is the general partner of Dimension Management, and Dimension Management GP, LLC ("Dimension Management GP") is the general partner of Dimension Management GP, L.P. Dimension Capital II GP, LLC ("Dimension Capital II GP") is the general partner to the general partner of Dimension Capital II. Adam Goulburn, Zavain Dar, and Nan Li are members of each of Dimension Management GP and Dimension Capital II GP. Mr. Li serves on the Issuer's board of directors. |
| (3) | Each of Dimension Management, Dimension Management GP, Dimension Capital II GP, Mr. Goulburn, Mr. Dar, and Mr. Li disclaims, for purposes of Section 16 of the Securities Exchange Act of 1934, beneficial ownership of such securities, except to the extent of his/its indirect pecuniary interest therein. |
| (4) | Gives effect to the 1-for-9.7170 reverse stock split effected prior to the closing of the Issuer's initial public offering. |