06/09/2025 | Press release | Distributed by Public on 06/09/2025 17:05
FORM 3
|
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 |
|
|
||||||||||||||||||||||||||||||
|
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. |
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) |
||
Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
Series AA Preferred Stock | (1) | (1) | Common Stock | 77,580 | $1.1601 | I(2) | By Blue Opportunity Fund, L.P. |
Series AA Preferred Stock | (1) | (1) | Common Stock | 60,340 | $1.1601 | I(3) | By MAZE Focus Fund LP |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Epstein Adam Zachary 244 FIFTH AVENUE SUITE 1219 NEW YORK, NY 10001 |
X |
/s/ Adam Epstein | 06/09/2025 | |
**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) | The convertible preferred stock is convertible at any time and from time to time, at the option of the holder, and has no expiration date. Holder's conversion right is subject to a beneficial ownership limitation of 4.99% of the number of shares of Issuer's common stock outstanding immediately after giving effect to the shares issued upon conversion. Upon satisfaction of certain conditions, including 61 days' notice to Issuer, the holder may increase the beneficial ownership limitation provided that in no event such limitation exceeds 9.99%. |
(2) | Such shares are held directly by Blue Opportunity Fund LP ("Blue"). Reporting Person is the managing member of MAZE Investments LLC, which is the general partner of Blue, and has sole investment and dispositive power over such shares. Reporting Person disclaims beneficial ownership of such shares except to the extent of his pecuniary interest, if any, therein. |
(3) | Such shares are held directly by MAZE Focus Fund LP ("Focus"). Reporting Person is the managing member of MAZE Investments LLC, which is the general partner of Focus, and has sole investment and dispositive power over such shares. Reporting Person disclaims beneficial ownership of such shares except to the extent of his pecuniary interest, if any, therein. |