05/08/2026 | Press release | Distributed by Public on 05/08/2026 14:54
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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 | ||||
| 12.0% Series A Cumulative Convertible Preferred Stock | 03/16/2026 | (3) | Common Stock | 464,534(4) | $6.67(3) | I | See footnote(2) |
| Series A Warrants | 03/16/2026 | 03/16/2031 | Common Stock | 479,343(5) | $6.67(6) | I | See footnote(2) |
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
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Quiet Capital Management, LLC 548 MARKET STREET, PMB 72966 SAN FRANCISCO, CA 94104 |
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| Quiet Capital Management, LLC, By: /s/ Kabir Masson, Name: Kabir Masson, Title: General Counsel | 05/08/2026 | |
| **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 reported securities are directly held as follows: 495,590 shares of Common Stock by Quiet ML, L.P. ("Quiet ML"), 3,497,280 shares of Common Stock by Quiet Venture I, LP ("Quiet V1") and 8,903,137 shares of Common Stock by Quiet Venture II, L.P. ("Quiet V2," and together with Quiet ML and Quiet V1, the "Quiet Direct Holders"). |
| (2) | Each of the Quiet Direct Holders is managed by Quiet Capital Management, LLC, whose investment committee exercises voting and investment discretion of, and therefore may be deemed to beneficially own, the reported securities, but disclaims such beneficial ownership except to the extent of the reporting person's pecuniary interest therein. |
| (3) | Each share of 12.0% Series A Cumulative Convertible Preferred Stock ("Series A Preferred Stock"), is convertible into Common Stock at any time at the option of the holder at a conversion price of $6.67, subject to adjustments. In connection with a PIPE transaction effected by the Issuer on May 1, 2026 (the "PIPE Transaction"), the conversion price, which originally was $12, was automatically adjusted pursuant to the terms of the Certificate of Designation of Preferences, Rights and Limitations of 12.0% Series A Cumulative Convertible Preferred Stock in effect on the original date of acquisition of the Series A Preferred Stock. The Series A Preferred Stock has no expiration date. |
| (4) | The reported securities are directly held as follows: 47,676 shares of Series A Preferred Stock by Quiet ML, 35,450 shares of Series A Preferred Stock by Quiet V1 and 381,408 shares of Series A Preferred Stock by Quiet V2. |
| (5) | The reported securities are directly held as follows: 49,195 Series A Warrants by Quiet ML, 36,579 Series A Warrants by Quiet V1 and 393,569 Series A Warrants by Quiet V2. |
| (6) | In connection with the PIPE Transaction, the exercise price, which originally was $12, was automatically adjusted pursuant to the terms of the Series A Warrants in effect on the original date of acquisition of the Series A Warrants. |