04/02/2026 | Press release | Distributed by Public on 04/02/2026 17:34
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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 | ||||||||
| Pre-Funded Warrant | $0.0001 | 03/31/2026 | P | 429,957 | 03/31/2026 | (3) | Common Stock | 429,957 | $1.34 | 429,957 | I | By V-CO Investors 3 LLC(2) | |||
| Series A Common Stock Warrant | $1.09 | 03/31/2026 | P | 1,783,582 | 03/31/2026 | 03/31/2028 | Common Stock | 1,783,582 | $1.34 | 1,783,582 | I | By V-CO Investors 3 LLC(2) | |||
| Series B Common Stock Warrant | $1.09 | 03/31/2026 | P | 1,783,582 | 03/31/2026 | 03/31/2031 | Common Stock | 1,783,582 | $1.34 | 1,783,582 | I | By V-Co Investors 3 LLC(2) | |||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
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Skaff Michael C 18000 MACK AVE GROSSE POINTE, MI 48230 |
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V-Co Investors 3 LLC 18000 MACK AVE GROSSE POINTE, MI 48230 |
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| /s/ Michael C. Skaff, as Managing Director SP Manager LLC, Manager of V-Co Investors 3 LLC | 04/02/2026 | |
| **Signature of Reporting Person | Date | |
| /s/ Michael C. Skaff, Individual | 04/02/2026 | |
| **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) | On March 31, 2026, V-Co Investors 3, LLC converted a bridge promissory note in the amount of $1,400,000 entered into between the reporting person and the Issuer into shares of the Issuer's common stock, based on $1.09 per share of Common Stock plus $0.25 per share in accordance with the Nasdaq minimum price rules. |
| (2) | Michael C. Skaff serves as Managing Director of SP Manager LLC, the Manager of V-Co Investors 3 LLC. Michael C. Skaff and SP Manager LLC disclaim beneficial ownership of these securities except to the extent of their pecuniary interest therein, and this report shall not be deemed an admission that such persons are the beneficial owners of such securities for purposes of Section 16 or for any other purpose. |
| (3) | The Pre-Funded Warrant has a term ending on the complete exercise of the Pre-Funded Warrant. |