05/19/2026 | Press release | Distributed by Public on 05/19/2026 19:02
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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 Warrants (Right to Buy) | $0.05 | 01/16/2026 | P | 50,109,253(1) | (1) | (1) | Common Stock | 50,109,253 | $0.85 | 50,109,253(1) | D(2) | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
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Framework Ventures IV L.P. 600 MONTGOMERY STREET, FLOOR 42 SAN FRANCISCO, CA 94111 |
X | |||
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Framework Ventures Management LLC 600 MONTGOMERY STREET, FLOOR 42 SAN FRANCISCO, CA 94111 |
X | |||
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Framework Ventures IV GP LLC 600 MONTGOMERY STREET, FLOOR 42 SAN FRANCISCO, CA 94111 |
X | |||
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Spencer Vance 600 MONTGOMERY STREET, FLOOR 42 SAN FRANCISCO, CA 94111 |
X | |||
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Anderson Michael Ernest 600 MONTGOMERY STREET, FLOOR 42 SAN FRANCISCO, CA 94111 |
X | |||
| /s/ Michael Ernest Anderson - Framework Ventures IV L.P. - Authorized Signatory | 05/19/2026 | |
| **Signature of Reporting Person | Date | |
| /s/ Michael Ernest Anderson - Framework Ventures Management LLC - Authorized Signatory | 05/19/2026 | |
| **Signature of Reporting Person | Date | |
| /s/ Michael Ernest Anderson - Framework Ventures IV GP LLC - Authorized Signatory | 05/19/2026 | |
| **Signature of Reporting Person | Date | |
| /s/ Vance Spencer | 05/19/2026 | |
| **Signature of Reporting Person | Date | |
| /s/ Michael Ernest Anderson | 05/19/2026 | |
| **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 January 16, 2026, the Issuer issued and sold to Framework Ventures IV L.P. pre-funded warrants(the "Pre-Funded Warrants") to purchase an aggregate 50,109,253 shares of the Issuer's Common Stock. The purchase price was $0.85 per warrant. The Pre-Funded Warrants have no expiration date and are exercisable for shares of Common Stock on a tiered basis, with 20% of the Pre-Funded Warrants becoming exercisable on July 16, 2026, 30% of the Pre-Funded Warrants becoming exercisable on October 16, 2026 and the remaining 50% of the Pre-Funded Warrants becoming exercisable on January 16, 2027. All figures presented reflect the Issuer's 1-for-5 reverse stock split that became effective on February 20, 2026. |
| (2) | The reported securities may also be deemed to be beneficially owned by Framework Ventures GP IV LLC("Framework GP"), Framework Ventures Management LLC ("Framework Management"), Vance Spencer ("Mr. Spencer") and Michael Ernest Anderson ("Mr. Anderson" and together with Framework GP, Framework Management, Mr. Spencer and the Reporting Person, the "Framework Entities"), each of which or whom disclaim beneficial ownership of these shares, except to the extent of its or his pecuniary interest in such shares, if any. Framework GP is the general partner of the Reporting Person. Framework Management is the investment manager for Framework GP. Mr. Spencer and Mr. Anderson are members and the managers of Framework GP and the managing members of Framework Management. |
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Remarks: Exhibit 99.1 - Joint Filing Agreement (incorporated by reference to Exhibit 99.1 for Form 4 filed with the Securities and Exchange Commission filed on October 20, 2025). |
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