02/20/2026 | Press release | Distributed by Public on 02/20/2026 15:02
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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 A Convertible Preferred Stock | $2.5 | 02/18/2026(1) | A | 10,800 | (2) | (3) | Common stock | 21,600 | (4) | 10,800 | D | ||||
| Common Stock Warrant (right to buy) | $4 | 02/18/2026(1) | A | 21,600 | (2) | (5) | Common stock | 21,600 | (4) | 21,600 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
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JOHNSON SABRINA MARTUCCI 3655 NOBEL DRIVE SUITE 260 SAN DIEGO, CA 92122 |
X | Chef Executive Officer | ||
| /s/ Sabrina Martucci Johnson | 02/20/2026 | |
| **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) | This date is the date on which the reporting person subscribed to purchase the securities. The securities will be issued at a future date when the Issuer accepts the reporting person's subscription. |
| (2) | This security is convertible or exercisable, as applicable, at any time after issuance. |
| (3) | The Series A Convertible Preferred Stock (the Preferred Stock) is perpetual and has no expiration date. The Issuer has the option to redeem the Preferred Stock and the right to require the conversion of the Preferred Stock into shares of the common stock of the Issuer (the Common Stock), in each case, subject to specified conditions. |
| (4) | The reported securities are included within 10,800 Investor Units (the Units) purchased by the reporting person in the Regulation A offering of the Issuer for $5 per Unit. Each Unit consists of one share of Preferred Stock, each of which is initially convertible into two shares of Common Stock, and two warrants, each to purchase one share of Common Stock. |
| (5) | This security expires on the 36-month anniversary of the date of issuance. |