08/19/2026 | Press release | Distributed by Public on 08/19/2026 16:54
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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 | ||||||||
| Pre-Funded Warrant (Right to Buy) | $0.001 | 08/17/2026 | X | 16,570,852 | (2) | (2) | Common Stock | 16,570,852 | $0.5196 | 58,877,766 | I | By Winklevoss Treasury Investments, LLC(1) | |||
| Pre-Funded Warrant (Right to Buy) | $0.001 | 08/17/2026 | J(3) | 43,290,042 | (2) | (2) | Common Stock | 43,290,042 | $0.77 | 102,167,808 | I | By Winklevoss Treasury Investments, LLC(1) | |||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
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Winklevoss Capital Fund, LLC FARMERS BANK BUILDING 301 N. MARKET STREET, SUITE 1463 WILMINGTON, DE 19801 |
X | |||
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Winklevoss Treasury Investments, LLC FARMERS BANK BUILDING 301 N. MARKET STREET, SUITE 1463 WILMINGTON, DE 19801 |
X | |||
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Winklevoss Tyler Howard FARMERS BANK BUILDING 301 N. MARKET STREET, SUITE 1463 WILMINGTON, DE 19801 |
X | |||
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Winklevoss Cameron Howard FARMERS BANK BUILDING 301 N. MARKET STREET, SUITE 1463 WILMINGTON, DE 19801 |
X | |||
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Winklevoss Capital Management, LLC FARMERS BANK BUILDING 301 N. MARKET STREET, SUITE 1463 WILMINGTON, DE 19801 |
X | |||
| Winklevoss Capital Management, LLC, By /s/ Cameron H. Winklevoss, Manager | 08/19/2026 | |
| **Signature of Reporting Person | Date | |
| Winklevoss Capital Fund, LLC, By Winklevoss Capital Management, LLC, Its Manager, By /s/ Cameron H. Winklevoss, Manager | 08/19/2026 | |
| **Signature of Reporting Person | Date | |
| Winklevoss Treasury Investments, LLC, By /s/ William McEvoy, Manager | 08/19/2026 | |
| **Signature of Reporting Person | Date | |
| /s/ Cameron H. Winklevoss | 08/19/2026 | |
| **Signature of Reporting Person | Date | |
| /s/ Tyler H. Winklevoss | 08/19/2026 | |
| **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) | Securities are held by Winklevoss Treasury Investments, LLC ("WTI"), which is a wholly owned subsidiary of Winklevoss Capital Fund, LLC ("WCF"). Winklevoss Capital Management, LLC ("WCM") is the manager of WCF and Tyler Winklevoss and Cameron Winklevoss are the co-founders and managers of WCM. Each of the Reporting Persons disclaims beneficial ownership of these securities except to the extent of its or his pecuniary interest therein. |
| (2) | The Pre-Funded Warrants have no expiration date and are exercisable immediately. Notwithstanding the foregoing, the Reporting Persons shall not be entitled to exercise the Pre-Funded Warrant if it would cause the aggregate number of shares of Common Stock beneficially owned by the Reporting Persons, their affiliates and any persons who are members of a Section 13(d) group with the Reporting Persons or their affiliates to exceed 19.99% of the total number of issued and outstanding shares of Common Stock of the Issuer following such exercise. |
| (3) | Pursuant to an Asset Purchase Agreement dated August 17, 2026, WTI received Pre-Funded Warrants to purchase 43,290,042 shares of Common Stock as consideration for the sale of certain assets and rights. |