09/25/2026 | Press release | Distributed by Public on 09/25/2026 08:52
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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 | ||||||||
| Bridge Note (04/14/2026) | $1.05(4) | 09/11/2026 | C(4) | 310,000(5) | (6) | (6) | Common Stock | 295,238 | (4) | 0 | D | ||||
| Bridge Note (05/13/2026) | $1.05(4) | 09/11/2026 | C(4) | 205,378(5) | (6) | (6) | Common Stock | 195,598 | (4) | 0 | D | ||||
| Bridge Note (07/16/2026) | $1.05(4) | 09/11/2026 | C(4) | 202,533(5) | (6) | (6) | Common Stock | 192,889 | (4) | 0 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
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He Junli C/O HREGEN 84 OCTOBER HILL ROAD, SUITE 11 HOLLISTON, MA 01746 |
X | CEO | ||
| /s/ Joseph Damasio, by power of attorney | 09/25/2026 | |
| **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 September 11, 2026, the Issuer entered into Securities Purchase Agreements with certain investors pursuant to which the investors purchased in a private placement an aggregate of 2,703,727 shares of common stock at a purchase price of $1.05 per share (the "Private Placement"), which closed on September 11, 2026. Included in the Private Placement, the Reporting Person acquired 683,725 shares of common stock in exchange for the conversion and cancellation of an aggregate of $717,911 of outstanding principal and accrued interest under bridge promissory notes previously issued by the Issuer to the Reporting Person on April 14, 2026, May 13, 2026 and July 16, 2026, pursuant to a Securities Purchase Agreement, dated as of September 11, 2026, between the Issuer and the Reporting Person. The shares issued to the Reporting Person were issued at the same $1.05 per share purchase price, and the notes were cancelled in full upon the closing. |
| (2) | On September 11, 2026, the Reporting Person also purchased 361,905 shares of common stock of the Issuer in the Private Placement for an aggregate cash purchase price of $380,000, or $1.05 per share, pursuant to a Securities Purchase Agreement, dated as of September 11, 2026, between the Issuer and the Reporting Person, on the same terms as the other investors in the Private Placement. |
| (3) | The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions from September 15, 2026 to September 23, 2026. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the range. |
| (4) | Each bridge note provided that, upon a qualified equity financing of the Issuer, the Reporting Person could elect to convert the full balance of the note (principal and accrued interest) into the equity securities sold in such financing at the per-unit price paid by the purchasers in the financing. Because the conversion price was not fixed until the closing of the Private Placement, the notes were not derivative securities prior to that date pursuant to Rule 16a-1(c)(6). The conversion price became fixed at $1.05 per share upon the closing of the Private Placement on September 11, 2026, and the Reporting Person converted the full balance of each note on that date. |
| (5) | Represents the outstanding principal and accrued interest on the note as of September 11, 2026. |
| (6) | The notes were convertible upon the closing of a qualified equity financing and were scheduled to mature on the earlier of the closing of the Issuer's next capital raise with gross proceeds of at least $5,000,000 or the first anniversary of the note's issue date. |