03/16/2026 | Press release | Distributed by Public on 03/16/2026 17:42
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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 | ||||||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
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MacGregor Bannor Michael 13219 BOYCE MILL RD. DURHAM,, NC 27703 |
X | X | CEO | |
| /s/ Bannor Michael MacGregor | 03/16/2026 | |
| **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) | The securities reported herein are held of record by The Noah Morgan Private Family Trust. Effective 10/13/2023, pursuant to amendments to the Trust Agreement applicable solely to the Issuer's securities, the trustee has no discretionary voting power or dispositive power with respect to the Issuer's securities and acts solely in a directed, ministerial capacity upon the written direction of Bannor Michael MacGregor. Mr. MacGregor reports beneficial ownership solely to the extent he may be deemed to share voting and/or dispositive power with respect to such securities. Mr. MacGregor disclaims beneficial ownership except to the extent of any pecuniary interest, if any. |
| (2) | Mr. MacGregor is a Managing Manager of Hyperion Sprung Private Family Trust Management Company, LLC, which acts as trustee of The Noah Morgan Private Family Trust. The securities reported in Table I are held by The Noah Morgan Private Family Trust. Mr. MacGregor disclaims beneficial ownership of such securities except to the extent of any pecuniary interest, if any. |
| (3) | The reported disposition reflects a transfer by stock power from The Noah Morgan Private Family Trust to Kenneth Entler of 500,000 shares of the Issuer's common stock pursuant to a private stock purchase agreement at a price of $0.05 per share. The SPA states those terms expressly. |
| (4) | In addition to the shares reflected in Column 5 of Table I as indirectly beneficially owned through The Noah Morgan Private Family Trust, the Reporting Person beneficially owns 95,455 shares of the Issuer's common stock held directly in a personal brokerage account. These shares were not acquired or disposed of in the transactions reported herein. Accordingly, following the transactions reported herein, the Reporting Person's total beneficial ownership of the Issuer's common stock is 21,231,503 shares (comprised of 21,136,048 shares held indirectly through the Trust and 95,455 shares held directly). The starting figures come from the prior MacGregor Form 4, reduced by the 500,000-share sale in the SPA. |