03/20/2026 | Press release | Distributed by Public on 03/20/2026 14:20
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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 | ||||||||
| Stock Option (Right to Buy) | $2.88 | 03/19/2026 | D(1) | 562,500 | (2) | 01/01/2036 | Common Stock | 562,500 | (1) | 0 | D | ||||
| Stock Option (Right to Buy) | $1.13 | 03/19/2026 | D(1) | 572,000 | (2) | 03/03/2035 | Common Stock | 572,000 | (1) | 0 | D | ||||
| Stock Option (Right to Buy) | $0.45 | 03/19/2026 | A(1) | 562,500 | (2) | 01/01/2036 | Common Stock | 562,500 | (1) | 562,500 | D | ||||
| Stock Option (Right to Buy) | $0.45 | 03/19/2026 | A(1) | 572,000 | (2) | 03/03/2035 | Common Stock | 572,000 | (1) | 572,000 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
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Smith Robert Paul JR 3115 MERRYFIELD ROW, SUITE 120 SAN DIEGO, CA 92121 |
Chief Commercial Officer | |||
| /s/ Jeff Boerneke, Attorney-in-Fact | 03/20/2026 | |
| **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) | Effective as of March 19, 2026 (the "Repricing Date"), the Issuer approved a one-time repricing of certain outstanding stock options (the "Repriced Options") granted under the Issuer's 2019 Incentive Award Plan (the "2019 Plan"), which reduced the per share exercise price of each Repriced Option to $0.45 (the "Option Repricing"). Except as modified by the Option Repricing, all other terms and conditions of the Repriced Options, including, without limitation, any provisions with respect to vesting and term of the Repriced Options, remain in full force and effect. |
| (2) | This stock option award was issued pursuant to the 2019 Plan and becomes exercisable in accordance with the vesting schedule specified in the award agreement and as previously reported on applicable Form 4, subject to the Reporting Person's continued service with the Issuer as of the applicable vesting date. |