04/09/2026 | Press release | Distributed by Public on 04/09/2026 16:14
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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 | ||||||||
| Warrant to Purchase Common Stock | $5.5 | 11/22/2025 | A | 1,000,000 | (3) | 11/22/2030 | Common Stock | 1,000,000 | (4) | 1,000,000 | I | By Spouse(5) | |||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
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AGASSI ANDRE K 1120 N. TOWN CENTER DR #160 LAS VEGAS, NV 89144 |
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| /s/ Andre K. Agassi | 04/09/2026 | |
| **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) | These shares are held directly by Investments AKA, LLC which is managed by Agassi Ventures, LLC which is managed by the Reporting Person. All of the membership interests of Investments AKA, LLC are held by Agassi Ventures, LLC. The Andre Agassi Trust, of which the Reporting Person is the Trustee, holds all of the membership interests of Agassi Ventures, LLC. |
| (2) | These shares are held directly by ASI Group, LLC which is managed by AKA Four, LLC which is managed by Agassi Ventures, LLC which is managed by the Reporting Person. Investments AKA, LLC owns 100% of ASI Group, LLC. |
| (3) | Half of the warrants were exercisable immediately upon grant on November 22, 2025, and the other half of the warrants become exercisable on November 22, 2026. |
| (4) | Issued in consideration for services rendered and to be rendered pursuant to the terms of a Brand Partner Agreement entered into between the Issuer and the spouse of the Reporting Person. |
| (5) | The reported securities are directly held by the Reporting Person's spouse. |
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Remarks: This Form 4 is filed late due to an inadvertent administrative error and is being submitted out of chronological order. It reports a transaction that occurred on November 22, 2025, prior to the filing dates of subsequent Form 4 reports for later transactions. |
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