05/11/2026 | Press release | Distributed by Public on 05/11/2026 19:58
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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 | ||||||||
| Convertible Notes | (1) | 02/06/2026(6) | A | 3,769,090.08 | (1) | (1) | Common Stock | 314,090 | $3,769,090.08 | 3,769,090.08 | I | By U.S. Venture Partners Select Fund I, L.P | |||
| Convertible Notes | (1) | 02/10/2026(6) | A | 2,000,000 | (1) | (1) | Common Stock | 166,666 | $2,000,000 | 2,000,000 | D | ||||
| Stock Option | $15 | 05/07/2026 | A | 31,520 | (7) | 05/07/2026 | Common Stock | 31,520 | $ 0 | 31,520 | D | ||||
| Convertible Notes | (1) | 05/11/2026 | C | 3,769,090.08 | (1) | (1) | Common Stock | 314,090 | (1) | 0 | I | By U.S. Venture Partners Select Fund I, L.P | |||
| Convertible Notes | (1) | 05/11/2026 | C | 2,000,000 | (1) | (1) | Common Stock | 166,666 | (1) | 0 | D | ||||
| Series F Preferred Stock | (5) | 05/11/2026 | C | 5,642,738 | (5) | (5) | Common Stock | 1,620,078 | (5) | 0 | I | See Footnote(2)(3)(4) | |||
| Series E-2 Preferred Stock | (5) | 05/11/2026 | C | 5,895,530 | (5) | (5) | Common Stock | 1,692,658 | (5) | 0 | I | See Footnote(2)(3)(4) | |||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
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Tansey Casey M 2802 FLINTROCK TRACE, SUITE 226 AUSTIN, TX 78738 |
X | X | ||
| /s/ Chase Leavitt, Attorney-in-Fact | 05/11/2026 | |
| **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 Convertible Notes automatically converted into Common Stock immediately prior to the closing of the Issuer's initial public offering (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. |
| (2) | After the transactions reported herein, includes (i) 1,623,245 shares of Common Stock held by U.S. Venture Partners Select Fund I, L.P. ("USVP SFI") on its own behalf and as a nominee for U.S. Venture Partners Select Fund I-A, L.P. ("USVP SFI-A" and, together with USVP SFI, the "USVP Select Funds"), (ii) 1,906,809 shares of Common Stock held by U.S. Venture Partners XII, L.P. ("USVP XII"), and (iii) 96,772 shares of Common Stock held by U.S. Venture Partners XII-A, L.P. ("USVP XII-A" and, together with USVP XII, the "USVP XII Funds"). |
| (3) | Presidio Management Group XII, L.L.C. ("PMG XII") is the general partner of USVP XII and USVP XII-A and may be deemed to have sole voting and dispositive power with respect to the shares held by USVP XII and USVP XII-A. Presidio Management Group Select Fund I, L.L.C. ("PMG Select") is the general partner of USVP SFI and USVP SFI-A and may be deemed to have sole voting and dispositive power with respect to the securites held by USVP SFI and USVP SFI-A. |
| (4) | The Reporting Person is the managing partner and a managing member of each of PMG XII and PMG Select, and may be deemed to share voting and dispositive power with respect to the securites described herein. The Reporting Person disclaims beneficial ownership of such holdings, except to the extent of his pecuniary interest in the shares. |
| (5) | Each share of the Series F Preferred Stock and Series E-2 Preferred Stock converted into Common Stock immediately prior to the completion of the Offering pursuant to its terms. |
| (6) | This transaction occurred prior to the Issuer's registration of a class of equity securities under Section 12 of the Securities Exchange Act of 1934, as amended, in connection with the Offering, and is reported herein pursuant to Rule 16a-2(a). |
| (7) | The stock option will vest in three substantially equal installments on the first three anniversaries of the grant date. |