11/14/2025 | Press release | Distributed by Public on 11/14/2025 14:41
|
FORM 4
|
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 |
|
|
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 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) | ||
|
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) |
||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Prepaid Variable Forward (obligation to sell) | (1) | (1) | (1) | Common Shares | 300,000(1) | 300,000(1) | D | ||||||||
| Prepaid Variable Forward (obligation to sell) | (2) | (2) | (2) | Common Shares | 100,000(2) | 100,000(2) | I | Owned by Progression Asset Management Corporation(3) | |||||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
|
Bates Jonathan Robert 10845 GRIFFITH PEAK DR. #2 LAS VEGAS, NV 89135 |
X | Chief Executive Officer | ||
| /s/ Jonathan Bates | 11/14/2025 | |
| **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) | An aggregate of 300,000 of the 399,000 shares of common stock held directly by the Reporting Person is subject to a prepaid variable forward contract, as disclosed in the Form 4 and Form 4/A filed by the Reporting Person with the U.S. Securities and Exchange Commission (the "SEC") on September 24, 2025. The Reporting Person retains voting rights in these shares and may elect to deliver a cash equivalent in lieu of the shares at the maturity date. |
| (2) | 100,000 of the 252,044 shares of common stock held by Progression Asset Management Corporation ("PAMC") is subject to a prepaid variable forward contract, as disclosed in the Form 4 filed by the Reporting Person with the SEC on September 24, 2025. The Reporting Person retains voting rights in these shares and may elect to deliver a cash equivalent in lieu of the shares at the maturity date. |
| (3) | The Reporting Person is the 100% owner and shareholder of PAMC. The Reporting Person owns 90% of BFAM Partners, LLC ("BFAM") and BFAM & Co., LLC ("BFAM & Co"), respectively, and a trust established for his children owns the remaining 10% of each of the respective BFAM entities (BFAM and BFAM & Co.) |
|
Remarks: Effective November 12, 2025, the Reporting Person resigned as Chief Executive Officer and Director of the Issuer. The Reporting Person is voluntarily filing this Form 4 to indicate that he is no longer subject to Section 16 of the Securities Exchange Act of 1934, as amended. |
|