07/14/2026 | Press release | Distributed by Public on 07/14/2026 15:46
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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 Preferred Stock, par value $0.0001 per share | (1)(2) | (1)(2) | (1)(2) | Common Stock, par value $0.0001 per share | 489,751,074 | 48,975.1074 | D | ||||||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
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Valetudo Therapeutics LLC 2251 STERN GOODMAN STREET, SUITE E FULLERTON, CA 92833 |
X | |||
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Kim Chris 2251 STERN GOODMAN STREET, SUITE E FULLERTON, CA 92833 |
X | X | Chief Executive Officer | |
| By: /s/ Chris Kim | 07/14/2026 | |
| **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) | Consists of 5,244,351 shares of common stock held of record by Valetudo Therapeutics LLC ("Valetudo"). On July 2, 2026, Valetudo received 3,448,926 shares of common stock and 48,975.10742 shares of the registrant's newly designated Series A Non-Voting Convertible Preferred Stock ("Series A Preferred Stock") as consideration paid to former members of InnocsAI LLC ("InnocsAI") in connection with the registrant's acquisition of InnocsAI. Each share of Series A Preferred Stock will be convertible into 10,000 shares of common stock at an issue price of $0.20 per share, which conversion is contingent upon prior stockholder approval of the issuance of the underlying common shares to the extent required under applicable Nasdaq Stock Market LLC listing rules. |
| (2) | The Series A Preferred Stock has no expiration date. Mr. Chris Kim is the CEO and controlling member of Valetudo and has voting and dispositive power over, and may be deemed to be the beneficial owner of, the shares held by Valetudo. The business address of Valetudo is 2251 Stern Goodman Street, Suite E, Fullerton, California 92833. Mr. Kim disclaims any beneficial ownership of any shares held by Valetudo except to the extent of his ultimate pecuniary interest therein. |