05/04/2026 | Press release | Distributed by Public on 05/04/2026 15:58
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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 | ||||
| Series B Preferred Stock | (2) | (2) | Common Stock | 20,813,818.6 | (2) | D(1) | |
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
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Emerald Bioventures, LLC 555 MADISON AVENUE, SUITE 11D NEW YORK, NY 10022 |
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Opler Timothy 555 MADISON AVENUE, SUITE 11D NEW YORK, NY 10022 |
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| Emerald Bioventures, LLC, By: /s/ Timothy Opler, Managing Member | 05/04/2026 | |
| **Signature of Reporting Person | Date | |
| /s/ Timothy Opler | 05/04/2026 | |
| **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) | This Form 3 is jointly filed by and on behalf of each of Emerald Bioventures, LLC ("Emerald") and Timothy Opler ("Mr. Opler"). Emerald is the record and direct beneficial owner of the securities reported herein. Timothy Opler is the managing member of Emerald and may be deemed to beneficially own securities owned by Emerald. |
| (2) | Represents 20,813.8186192892 shares of Series B Non-Voting Convertible Preferred Stock ("Series B Preferred Stock") of the Issuer. On February 12, 2026, the Issuer filed a Certificate of Amendment (the "Amendment") to the Certificate of Designation of Preferences, Rights, and Limitations of Series B Non-Voting Convertible Preferred Stock. The Amendment provided that, in the sole discretion of the Issuer's board of directors, the Issuer may elect to convert, in whole or in part, outstanding shares of Series B Preferred Stock into a number of shares of the Issuer's Common Stock ("Common Stock") calculated based on the Conversion Ratio (defined as 1,000 shares of Common Stock issuable upon the conversion of each share of Series B Preferred Stock). The shares of Series B Preferred Stock have no expiration date. |