09/09/2025 | Press release | Distributed by Public on 09/09/2025 14:53
FORM 3
|
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 |
|
|
||||||||||||||||||||||||||||||
|
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. |
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) |
||
Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
Stock Option (Right to Buy) | 02/15/2022(1) | 10/18/2028 | Common Stock | 129,186(2) | $0.05(2) | D | |
Stock Option (Right to Buy) | 10/19/2022(3) | 12/19/2028 | Common Stock | 129,186(4) | $0.05(4) | D | |
Stock Option (Right to Buy) | 01/01/2025(5) | 05/17/2031 | Common Stock | 25,837(6) | $0.19(6) | D | |
Stock Option (Right to Buy) | 08/15/2024(7) | 10/18/2031 | Common Stock | 22,608(8) | $0.19(8) | D | |
Stock Option (Right to Buy) | 07/23/2025(9) | 10/18/2031 | Common Stock | 22,608(10) | $0.19(10) | D | |
Stock Option (Right to Buy) | 07/23/2025(11) | 07/18/2032 | Common Stock | 22,608(12) | $0.2(12) | D | |
Stock Option (Right to Buy) | 07/23/2025(13) | 11/13/2033 | Common Stock | 193,780(14) | $0.18(14) | D | |
Stock Option (Right to Buy) | 07/23/2025(15) | 05/14/2034 | Common Stock | 77,512(16) | $0.18(16) | D | |
Stock Option (Right to Buy) | 07/23/2025(17) | 08/19/2034 | Common Stock | 12,919(18) | $0.18(18) | D | |
Stock Option (Right to Buy) | 07/23/2025(19) | 04/09/2035 | Common Stock | 138,875(20) | $0.2(20) | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
McCallum Sophie C/O DEEP ISOLATION NUCLEAR, INC. 2001 ADDISON STREET, SUITE 300 BERKELEY, CA 94704 |
Chief of Staff, Corp. Sec. |
/s/ Sophie McCallum | 09/09/2025 | |
**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 option fully vested as of February 15, 2022. |
(2) | Received in accordance with the terms of the Merger Agreement (as defined herein), in exchange for outstanding options to acquire 5,000 shares of Deep Isolation, Inc. ("Deep Isolation") common stock at an exercise price of $1.35 per share. Pursuant to the terms of the Merger Agreement, at the effective time of the Issuer's merger (the "Merger"), with Deep Isolation, the number of shares of Deep Isolation common stock subject to each outstanding but unexercised option to purchase Deep Isolation common stock (each such option, an "Outstanding Option," and such number of shares of Deep Isolation common stock subject to such Outstanding Option, the "option shares") was converted into an option to purchase the number of shares of the Issuer's common stock equal to the option shares multiplied by 25.837283 (the "Conversion Ratio"), rounded to the nearest whole share, and the exercise price of each Outstanding Option was divided by the Conversion Ratio, rounded to the nearest whole cent. |
(3) | The option fully vested as of October 19, 2022. |
(4) | Received in connection with the Merger in accordance with the terms of the Agreement and Plan of Merger and Reorganization dated as of July 23, 2025, by and among the Issuer (f/k/a Aspen-1 Acquisition Inc.), Deep Isolation Acquisition Corp. and Deep Isolation (the "Merger Agreement") in exchange for Outstanding Options to acquire 5,000 shares of Deep Isolation common stock at an exercise price of $1.35 per share. Pursuant to the terms of the Merger Agreement, at the effective time of the Merger, the number of option shares subject to each Outstanding Option was converted into an option to purchase the number of shares of the Issuer's common stock equal to the option shares multiplied by the Conversion Ratio, rounded to the nearest whole share, and the exercise price of each Outstanding Option was divided by the Conversion Ratio, rounded to the nearest whole cent. |
(5) | The option fully vested as of January 1, 2025. |
(6) | Received in connection with the Merger in accordance with the terms of the Merger Agreement in exchange for Outstanding Options to acquire 1,000 shares of Deep Isolation common stock at an exercise price of $4.88 per share. Pursuant to the terms of the Merger Agreement, at the effective time of the Merger, the number of option shares subject to each Outstanding Option was converted into an option to purchase the number of shares of the Issuer's common stock equal to the option shares multiplied by the Conversion Ratio, rounded to the nearest whole share, and the exercise price of each Outstanding Option was divided by the Conversion Ratio, rounded to the nearest whole cent. |
(7) | The option fully vested as of August 15, 2024. |
(8) | Received in connection with the Merger in accordance with the terms of the Merger Agreement in exchange for Outstanding Options to acquire 875 shares of Deep Isolation common stock at an exercise price of $4.88 per share. Pursuant to the terms of the Merger Agreement, at the effective time of the Merger, the number of option shares subject to each Outstanding Option was converted into an option to purchase the number of shares of the Issuer's common stock equal to the option shares multiplied by the Conversion Ratio, rounded to the nearest whole share, and the exercise price of each Outstanding Option was divided by the Conversion Ratio, rounded to the nearest whole cent. |
(9) | In accordance with the terms of the Merger Agreement and effective as of immediately prior to the effective time of the Merger, Deep Isolation's Board approved the accelerated vesting of all Outstanding Options previously issued under Deep Isolation's 2018 Equity Incentive Plan (the "2018 EIP"). Prior to such acceleration, the stock option was subject to a 4-year vesting schedule, whereby 25% of the option shares vested as of August 15, 2022 and 1/48th of the remaining shares were scheduled to vest monthly over the 36-month period thereafter, subject to the Reporting Person's continued service through each vesting date. |
(10) | Received in connection with the Merger in accordance with the terms of the Merger Agreement in exchange for Outstanding Options to acquire 875 shares of Deep Isolation common stock at an exercise price of $4.88 per share. Pursuant to the terms of the Merger Agreement, at the effective time of the Merger, the number of option shares subject to each Outstanding Option was converted into an option to purchase the number of shares of the Issuer's common stock equal to the option shares multiplied by the Conversion Ratio, rounded to the nearest whole share, and the exercise price of each Outstanding Option was divided by the Conversion Ratio, rounded to the nearest whole cent. |
(11) | In connection with the Merger and effective as of immediately prior to the effective time of the Merger, Deep Isolation's Board of Directors approved the accelerated vesting of all outstanding and unexercised stock options previously issued under Deep Isolation's 2018 EIP, including the stock options reported herein. Prior to such acceleration, the stock option was subject to a 4-year vesting schedule, whereby 25% of the option shares vested as of August 15, 2023 and 1/48th of the remaining shares were scheduled to vest monthly over the 36-month period thereafter, subject to the Reporting Person's continued service through each vesting date. |
(12) | Received in connection with the Merger in accordance with the terms of the Merger Agreement in exchange for Outstanding Options to acquire 875 shares of Deep Isolation common stock at an exercise price of $5.20 per share. Pursuant to the terms of the Merger Agreement, at the effective time of the Merger, the number of option shares subject to each Outstanding Option was converted into an option to purchase the number of shares of the Issuer's common stock equal to the option shares multiplied by the Conversion Ratio, rounded to the nearest whole share, and the exercise price of each Outstanding Option was divided by the Conversion Ratio, rounded to the nearest whole cent. |
(13) | In connection with the Merger and effective as of immediately prior to the effective time of the Merger, Deep Isolation's Board of Directors approved the accelerated vesting of all outstanding and unexercised stock options previously issued under Deep Isolation's 2018 EIP, including the stock options reported herein. Prior to such acceleration, the stock option was subject to a 4-year vesting schedule, whereby 25% of the option shares vested as of February 2, 2024 and 1/48th of the remaining shares were scheduled to vest monthly over the 36-month period thereafter, subject to the Reporting Person's continued service through each vesting date. |
(14) | Received in connection with the Merger in accordance with the terms of the Merger Agreement in exchange for Outstanding Options to acquire 7,500 shares of Deep Isolation common stock at an exercise price of $4.61 per share. Pursuant to the terms of the Merger Agreement, at the effective time of the Merger, the number of option shares subject to each Outstanding Option was converted into an option to purchase the number of shares of the Issuer's common stock equal to the option shares multiplied by the Conversion Ratio, rounded to the nearest whole share, and the exercise price of each Outstanding Option was divided by the Conversion Ratio, rounded to the nearest whole cent. |
(15) | In connection with the Merger and effective as of immediately prior to the effective time of the Merger, Deep Isolation's Board of Directors approved the accelerated vesting of all outstanding and unexercised stock options previously issued under Deep Isolation's 2018 EIP, including the stock options reported herein. Prior to such acceleration, the stock option was subject to a 4-year vesting schedule, whereby 25% of the option shares vested as of June 1, 2025 and 1/48th of the remaining shares were scheduled to vest monthly over the 36-month period thereafter, subject to the Reporting Person's continued service through each vesting date. |
(16) | Received in connection with the Merger in accordance with the terms of the Merger Agreement in exchange for Outstanding Options to acquire 3,000 shares of Deep Isolation common stock at an exercise price of $4.61 per share. Pursuant to the terms of the Merger Agreement, at the effective time of the Merger, the number of option shares subject to each Outstanding Option was converted into an option to purchase the number of shares of the Issuer's common stock equal to the option shares multiplied by the Conversion Ratio, rounded to the nearest whole share, and the exercise price of each Outstanding Option was divided by the Conversion Ratio, rounded to the nearest whole cent. |
(17) | In connection with the Merger and effective as of immediately prior to the effective time of the Merger, Deep Isolation's Board of Directors approved the accelerated vesting of all outstanding and unexercised stock options previously issued under Deep Isolation's 2018 EIP, including the stock options reported herein. Prior to such acceleration, the stock option was subject to a 4-year vesting schedule, whereby 1/48th of the option shares vested monthly over a 48-month period beginning on May 1, 2024, subject to the Reporting Person's continued service through each vesting date. |
(18) | Received in connection with the Merger in accordance with the terms of the Merger Agreement in exchange for Outstanding Options to acquire 500 shares of Deep Isolation common stock at an exercise price of $4.61 per share. Pursuant to the terms of the Merger Agreement, at the effective time of the Merger, the number of option shares subject to each Outstanding Option was converted into an option to purchase the number of shares of the Issuer's common stock equal to the option shares multiplied by the Conversion Ratio, rounded to the nearest whole share, and the exercise price of each Outstanding Option was divided by the Conversion Ratio, rounded to the nearest whole cent. |
(19) | In connection with the Merger and effective as of immediately prior to the effective time of the Merger, Deep Isolation's Board of Directors approved the accelerated vesting of all outstanding and unexercised stock options previously issued under Deep Isolation's 2018 EIP, including the stock options reported herein. Prior to such acceleration, the stock option was subject to a 4-year vesting schedule, whereby 25% of the option shares were scheduled to vest as of April 1, 2026 and 1/48th of the remaining shares were scheduled to vest monthly over the 36-month period thereafter, subject to the Reporting Person's continued service through each vesting date. |
(20) | Received in connection with the Merger in accordance with the terms of the Merger Agreement in exchange for Outstanding Options to acquire 5,375 shares of Deep Isolation common stock at an exercise price of $5.13 per share. Pursuant to the terms of the Merger Agreement, at the effective time of the Merger, the number of option shares subject to each Outstanding Option was converted into an option to purchase the number of shares of the Issuer's common stock equal to the option shares multiplied by the Conversion Ratio, rounded to the nearest whole share, and the exercise price of each Outstanding Option was divided by the Conversion Ratio, rounded to the nearest whole cent. |