04/24/2026 | Press release | Distributed by Public on 04/24/2026 16:41
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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 | ||||
| Convertible Notes | 12/19/2025 | 12/31/2026 | Class A Common Stock | 1,807,229 | $1.66 | I | see footnote(1) |
| Warrants | 06/19/2026 | 12/19/2030 | Class A Common Stock | 3,707,457 | $2 | I | see footnote(1) |
| Convertible Notes(2) | 12/19/2025 | 12/31/2026 | Class A Common Stock | 1,204,819 | $1.66 | I | see footnote(1) |
| Warrants(3) | 06/19/2026 | 12/19/2030 | Class A Common Stock | 839,160 | $2 | I | see footnote(1) |
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
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Barach Daniele Wolf 434 SURFVIEW DRIVE PACIFIC PALISADES, CA 90272 |
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| /s/ Daniele Barach | 04/24/2026 | |
| **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) | The Philip and Daniele Barach Family Trust (the "Trust") is the direct owner of all securities reported herein. The Reporting Person is a trustee of the Trust and has independent power to vote and dispose of all securities held by the Trust. The Reporting Person may be deemed to be an indirect beneficial owner of the securities held by the Trust, and the Reporting Person disclaims beneficial ownership of the securities held by the Trust except to the extent of her pecuniary interest therein. |
| (2) | Represents shares of Class A Common Stock issuable upon the conversion of up to $2,000,000 in aggregate principal amount of convertible notes (the "Additional Notes") that the Trust has the option to purchase from the Issuer at any time until June 19, 2026. |
| (3) | Represents shares of Class A Common Stock issuable upon the exercise of up to 839,160 warrants that the Trust has the option to obtain from the Issuer in connection with the issuance of Additional Notes at any time until June 19, 2026. |