12/16/2025 | Press release | Distributed by Public on 12/16/2025 18:56
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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 | ||||||||
| Restricted Stock Unit | (4) | 12/12-05:00/2025 | M | 300,000 | (7) | (7) | Common Stock | 300,000 | $ 0 | 0 | D(5) | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
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Goodman Anthony Brian 3651 LINDELL RD STE D131 LAS VEGAS, NV 89103 |
X | Former Director and CEO | ||
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Luxor Capital LLC 3651 LINDELL RD STE D131 LAS VEGAS, NV 89103 |
Greater than 10% filing group | |||
| /s/ Anthony Brian Goodman | 12/16-05:00/2025 | |
| **Signature of Reporting Person | Date | |
| /s/ Anthony Brian Goodman, as Managing Member of Luxor Capital LLC | 12/16-05:00/2025 | |
| **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) | These shares were sold in multiple transactions at prices ranging from $0.72 to $0.82, inclusive. The reporting person undertakes to provide the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. Shares were sold pursuant to a Rule 10b5-1 trading plan. |
| (2) | Shares held by Luxor Capital LLC, which is wholly-owned by Mr. Goodman. |
| (3) | Represents the vesting of 300,000 restricted stock units (RSUs) held by Mr. Goodman, which vested in full upon his resignation as an officer and director of the Issuer effective December 12, 2025, pursuant to the terms of that certain Severance and Release Agreement dated November 25, 2025, which RSUs were settled in shares of common stock. |
| (4) | Each RSU represented the contingent right to receive, at settlement, one share of common stock. |
| (5) | Securities held by Anthony Brian Goodman. |
| (6) | On December 12, 2025, Mr. Goodman converted all 1,000 outstanding shares of Series B Voting Preferred Stock of the Issuer which he then held into 1,000,000 shares of common stock (1,000 shares of common stock for each share of Series B Voting Preferred Stock converted), in accordance with the terms of such preferred stock and the optional conversion right set forth therein. |
| (7) | The RSUs were to vest, if at all, upon the Issuer meeting certain (1) revenue and (2) Adjusted EBITDA targets as of the end of fiscal 2025. Restricted stock units do not expire; they either vest or are canceled prior to vesting date. The vesting of the RSUs was accelerated as discussed in footnote 3, above. |
| (8) | These shares were sold in multiple transactions at prices ranging from $0.78 to $0.83, inclusive. The reporting person undertakes to provide the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. Shares were sold pursuant to a Rule 10b5-1 trading plan. |