06/29/2026 | Press release | Distributed by Public on 06/29/2026 17:40
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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 | ||||
| Series E-1 Preferred Stock | (1) | (1) | Common Stock | 11,139 | (1) | I | See Footnote(2)(9) |
| Series E-1 Preferred Stock | (1) | (1) | Common Stock | 29,704 | (1) | I | See Footnote(3)(9) |
| Series F Preferred Stock | (1) | (1) | Common Stock | 21,819 | (1) | I | See Footnote(3)(9) |
| Convertible Notes | (4) | (4) | Common Stock | 10,000 | (4) | I | See Footnote(3)(9) |
| Series E-1 Preferred Stock | (1) | (1) | Common Stock | 22,278 | (1) | I | See Footnote(5)(9) |
| Series F Preferred Stock | (1) | (1) | Common Stock | 10,909 | (1) | I | See Footnote(5)(9) |
| Convertible Notes | (4) | (4) | Common Stock | 8,500 | (4) | I | See Footnote(5)(9) |
| Series E-2 Preferred Stock | (1) | (1) | Common Stock | 141,054 | (1) | I | See Footnote(6)(9) |
| Series E-1 Preferred Stock | (1) | (1) | Common Stock | 96,540 | (1) | I | See Footnote(7)(9) |
| Series E-2 Preferred Stock | (1) | (1) | Common Stock | 112,843 | (1) | I | See Footnote(7)(9) |
| Series F Preferred Stock | (1) | (1) | Common Stock | 108,005 | (1) | I | See Footnote(7)(9) |
| Convertible Notes | (4) | (4) | Common Stock | 33,333 | (4) | I | See Footnote(7)(9) |
| Series D Preferred Stock | (1) | (1) | Common Stock | 68,044 | (1) | I | See Footnote(8)(9) |
| Series E-1 Preferred Stock | (1) | (1) | Common Stock | 200,202 | (1) | I | See Footnote(8)(9) |
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
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Green Park & Golf Ventures II, LLC 5910 N. CENTRAL EXPRESSWAY, SUITE 1400 DALLAS, TX 75206 |
X | |||
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GPG BFH, LLC 5910 N. CENTRAL EXPRESSWAY, SUITE 1400 DALLAS, TX 75206 |
X | |||
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GPG Charles & Potomac, LLC 5910 N. CENTRAL EXPRESSWAY, SUITE 1400 DALLAS, TX 75206 |
X | |||
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GPG Dais, LLC 5910 N. CENTRAL EXPRESSWAY, SUITE 1400 DALLAS, TX 75206 |
X | |||
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GPG GR, LLC 5910 N. CENTRAL EXPRESSWAY, SUITE 1400 DALLAS, TX 75206 |
X | |||
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GPG Healthcare Opportunities Fund II, LLC 5910 N. CENTRAL EXPRESSWAY, SUITE 1400 DALLAS, TX 75206 |
X | |||
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GPG Healthcare Opportunities Fund, LLC 5910 N. CENTRAL EXPRESSWAY, SUITE 1400 DALLAS, TX 75206 |
X | |||
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Heighten Clay M 5910 N. CENTRAL EXPRESSWAY, SUITE 1400 DALLAS, TX 75206 |
X | |||
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Soderstrom Carl D 5910 N. CENTRAL EXPRESSWAY, SUITE 1400 DALLAS, TX 75206 |
X | |||
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Garcia Gilbert G. II 5910 N. CENTRAL EXPRESSWAY, SUITE 1400 DALLAS, TX 75206 |
X | |||
| /s/ Gilbert Garcia II, Vice President of GPG BFH, LLC | 06/29/2026 | |
| **Signature of Reporting Person | Date | |
| /s/ Gilbert Garcia II, Vice President of GPG Charles & Potomac, LLC | 06/29/2026 | |
| **Signature of Reporting Person | Date | |
| /s/ Gilbert Garcia II, Vice President of GPG Dais, LLC | 06/29/2026 | |
| **Signature of Reporting Person | Date | |
| /s/ Gilbert Garcia II, Vice President of GPG GR, LLC | 06/29/2026 | |
| **Signature of Reporting Person | Date | |
| /s/ Gilbert Garcia II, Vice President of GPG Healthcare Opportunities Fund II, LLC | 06/29/2026 | |
| **Signature of Reporting Person | Date | |
| /s/ Gilbert Garcia II, Vice President of GPG Healthcare Opportunities Fund, LLC | 06/29/2026 | |
| **Signature of Reporting Person | Date | |
| /s/ Gilbert Garcia II, Vice President of Green Park & Golf Ventures II, LLC | 06/29/2026 | |
| **Signature of Reporting Person | Date | |
| /s/ Clay M. Heighten, MD | 06/29/2026 | |
| **Signature of Reporting Person | Date | |
| /s/ Carl D. Soderstrom | 06/29/2026 | |
| **Signature of Reporting Person | Date | |
| /s/ Gilbert G. Garcia II | 06/29/2026 | |
| **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) | Each share of Series D Preferred Stock, Series F Preferred Stock, Series E-1 Preferred Stock and Series E-2 Preferred Stock will convert into Common Stock immediately prior to the completion of the Issuer's initial public offering (the "Offering") pursuant to its terms. |
| (2) | The securities are held by GPG BFH, LLC ("BFH"). |
| (3) | The securities are held by GPG Charles & Potomac, LLC ("C&P"). |
| (4) | The Convertible Notes will automatically convert into Common Stock immediately prior to the closing of the Offering. The conversion price is the lower of (a) 80% of the Offering price per share and (b) the valuation of the Issuer immediately prior to the closing of the Offering divided by the number of fully diluted shares of capital stock (on an as-converted basis) outstanding immediately prior to Offering, excluding the Convertible Notes. |
| (5) | The securities are held by GPG Dais, LLC ("Dais"). |
| (6) | The securities are held by GPG GR, LLC ("GR"). |
| (7) | The securities are held by GPG Healthcare Opportunities Fund II, LLC ("HOF II"). |
| (8) | The securities are held by GPG Healthcare Opportunities Fund, LLC ("HOF"). |
| (9) | Green Park & Golf Ventures II, LLC ("GPG Ventures II") is the managing member of each of BFH, C&P, Dais, GR, HOF, and HOF II. Clay M. Heighten, MD, Carl D. Soderstrom and Gilbert G. Garcia II are managers of GPG Ventures II and share voting and dispositive power with respect to the shares held by each of BFH, C&P, Dais, GR, HOF, and HOF II, and as a result may be deemed to beneficially own such securities. |
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Remarks: This Form 3 is the first of five Forms 3 filed relating to the same event. Combined, the five Forms 3 report the holdings for the following reporting persons: Green Park & Golf Ventures II, LLC, Clay M. Heighten, MD, Carl D. Soderstrom, Gilbert G. Garcia II, GPG BFH, LLC, GPG Charles & Potomac, LLC, GPG Dais, LLC, GPG GR, LLC, GPG Healthcare Opportunities Fund II, LLC, GPG Healthcare Opportunities Fund, LLC, GPG JCT, LLC, GPG MTI 22, LLC, GPG MTI 25, LLC, GPG MOBI, LLC, GPG MTI 3-17 Investment, LLC, GPG PHL, LLC, GPG RM Investment, LLC, GPG SC, LLC, GPG WG, LLC, GPG MTIF, LLC, Micro TI Investment 2, LLC, Micro TI Investment, LLC, MTI 20 Investment, LLC, MTI 2015 Investment, LLC, HTX MCT1 0320 Investment, LLC, HTX MCT2 0221 Investment, LLC, HTX MCT3 0322 Investment, LLC, HTX MCT4 0226 Investment, LLC and Green Park & Golf Ventures - Houston, LLC. The Form 3 has been split into five filings because there are more than 10 reporting persons in total, and the SEC's EDGAR filing system limits a single Form 3 to a maximum of 10 reporting persons. |
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