11/14/2025 | Press release | Distributed by Public on 11/14/2025 16:18
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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 | ||||||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
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SUCKLING ANDREW P 2875 SOUTH OCEAN BLVD, SUITE 200 PALM BEACH, FL 33480 |
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| /s/ Andrew Suckling | 11/14/2025 | |
| **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) | 324,874 shares vested on the grant date and 324,874 shares vest on January 2, 2026. |
| (2) | Issued in consideration for services rendered and agreed to be rendered to the Issuer as a member of the Board of Directors of the Issuer. |
| (3) | A total of 175,854 shares of common stock awarded to the Reporting Person by the Issuer were withheld by the Issuer to satisfy tax withholding obligations in connection with the award of an aggregate of 324,874 fully-vested shares of common stock to the Reporting Person on November 12, 2025 (see Footnote 1). |
| (4) | On November 14, 2025, the Reporting Person gifted 149,020 shares of common stock to Verulam LLC, which is managed by the Reporting Person for the benefit of the Reporting Person's family, for estate planning purposes - There was no change in the beneficial ownership of the gifted shares in connection with such transaction. |
| (5) | The Reporting Person is the manager of Verulam LLC. Mr. Suckling disclaims beneficial ownership of the shares of common stock owned directly by Verulam LLC, except to the extent of his pecuniary interest therein and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of the securities for purposes of Section 16 or for any other purpose. |