12/29/2025 | Press release | Distributed by Public on 12/29/2025 15:09
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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 | ||||||||
| Options to purchase shares | $1.65 | 12/23/2025 | A | 6,010 | (1) | (2) | Common Stock, par value $0.001 per share | 6,010 | $ 0 | 6,010 | D | ||||
| Restricted Stock Units | $ 0 (3) | 12/23/2025 | A | 6,010 | (4) | (4) | Common Stock, par value $0.001 per share | 6,010 | $ 0 | 8,627(5) | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
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Lindquist Benjamin 2005 EAST INDIAN SCHOOL ROAD PHOENIX, AZ 85016 |
See Remarks | |||
| /s/ Benjamin Lindquist | 12/29/2025 | |
| **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) | Represents options to purchase shares ("Options") that will vest and become exercisable with respect to 33.3% of total shares on each of December 23, 2026, December 23, 2027, and December 23, 2028, subject to Mr. Lindquist's contiued employment through the applicable vesting date. |
| (2) | All of the Options will expire upon the earliest of (i) December 23, 2035; (ii) twelve months after Mr. Lindquist's termination of employment or service due to death; (iii) immediately upon termination of Mr. Lindquist's employment or service for "cause," or (iv) ninety days after Mr. Lindquist's termination of employment or service for any reason not specificed in the foregoing (ii) or (iii). |
| (3) | Each Restricted Stock Unit ("RSU") respesents the contingent right to receive, upon vesting of the RSU, one share of the Issuer's Common Stock. |
| (4) | Represents a grant of RSUs, of which 6,010 will vest in equal installments on December 23, 2026, December 23, 2027, and December 23, 2028, subject to Mr. Lindquist's continuous employment or services with the Issuer or an affiliate until the applicable vesting date. |
| (5) | Reflects adjustments made in connection with the 1-for-20 reverse stock split of the Issuer's Common Stock, effective September 29, 2025. |
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Remarks: SVP, General Counsel and Corporate Secretary |
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