06/02/2026 | Press release | Distributed by Public on 06/02/2026 15:46
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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 | ||||
| 5% Subordinated Convertible Promissory Note(3) | 08/14/2025 | (4) | Common Stock | (5) | $3.08 | D | |
| 12% Convertible Promissory Note(6) | 09/25/2024 | (7) | Common Stock | (8) | $3.08 | I | By the Campbell Trust(2) |
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
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Campbell Jeffrey Thomas 2278 MONITOR STREET DALLAS,, TX 850049 |
X | Executive Chairman | ||
| /s/ Jeffrey Campbell | 06/02/2026 | |
| **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) | Mr. Campbell was appointed as Executive Chairman of the Issuer on 8/14/2025. |
| (2) | Mr. Campbell serves as trustee of the Campbell Trust and has sole investment and voting power over the securities held by this entity. |
| (3) | The 5% Subordinated Convertible Promissory Note ("Note") was issued as a bonus for the Issuer's completion of the Ballengee Group, LLC acquisition. The Note had a principal amount of $492,800 at issuance. |
| (4) | The Note matures on 8/14/2028 and is convertible by holder at any time. |
| (5) | As of 5/28/2026, the Note, including accrued interest, is convertible into 166,290 shares of Common Stock based on a conversion price of $3.08 per share. The Issuer may force conversion of this note at maturity at the same conversion price. |
| (6) | The 12% Convertible Promissory Note ("12% Note") was purchased by holder for $100,000 on 9/24/2024. The 12% Note has a 12% bridge fee payable in cash at either maturity or conversion. |
| (7) | The 12% Note matures on 9/25/2026 and is convertible by holder at any time. |
| (8) | As of 5/28/2026, the 12% Note, including accrued interest, is convertible into 38,978 shares of Common Stock based on a conversion price of $3.08 per share, subject to a beneficial ownership limitation of 4.99% (may be increased on 61 days' notice). |