04/01/2026 | Press release | Distributed by Public on 04/01/2026 15:24
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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 | ||||||||
| Series B Preferred Stock | $ 0 (5) | 03/31/2026 | C | 9.2319 | 03/31/2026 | (6) | Common Stock | 9,231 | $ 0 (1) | 0 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
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FAIRBAIRN EMILY 3401 NORTH FAIRFAX DRIVE SUITE 3230 ARLINGTON, VA 22226 |
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| /s/ Emily Fairbairn by Mark R. Busch, attorney-in-fact | 04/01/2026 | |
| **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) | Based on automatic conversion of 9.2319 shares of Series B Convertible Preferred Stock, par value $0.0001 per share (the "Series B Preferred Stock") into shares of common stock at a conversion ratio of 1 to 1,000 shares of common stock (as adjusted for fractional shares paid in cash). |
| (2) | The securities are held by the Moira Partners, LLC. Emily Fairbairn is the Managing Member of Moira Partners and has voting and investment power over the securities held by Moira Partners. Ms. Fairbairn disclaims beneficial ownership of the securities held by Moira Partners, except to the extent of her pecuniary interest therein. |
| (3) | The securities are held by the Malcolm P. Fairbairn and Emily T. Fairbairn Charitable Remainder Unitrust ("Fairbairn Unitrust"). Emily Fairbairn has voting and investment power over the securities held by Fairbairn Unitrust. Ms. Fairbairn disclaims beneficial ownership of the securities held by Fairbairn Unitrust, except to the extent of her and her spouse's pecuniary interest therein. |
| (4) | The securities are held by Valley High Limited Partnership ("Valley High"). Emily Fairbairn has voting and investment power over the shares held by Valley High. |
| (5) | The Series B Preferred Stock automatically converts into shares of common stock on March 31, 2026 at a conversion ratio of 1 to 1000 shares of common stock. |
| (6) | The preferred stock is perpetual and therefore has no expiration date |