06/15/2026 | Press release | Distributed by Public on 06/15/2026 18:51
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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 C Convertible Preferred Stock | $2.895(1) | 06/11/2026 | A(2) | 7,169 | 06/11/2026(3) | (4) | Common Stock | 2,476,338(1) | (2) | 7,169(1) | I | By Index Equity US LLC(5) | |||
| Warrant | $2.895 | 06/11/2026 | A(2) | 619,084 | 06/11/2026(3) | 06/11/2031 | Common Stock | 619,084 | (2) | 619,084 | I | By Index Equity US LLC(5) | |||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
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Borg Bjarne Erik Siwert C/O RENX ENTERPRISES CORP. 100 BISCAYNE BLVD., #1201 MIAMI, FL 33132 |
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| /s/ Nicolai Brune, Attorney-In-Fact | 06/15/2026 | |
| **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) | The shares of Series C Convertible Preferred Stock ("Series C Preferred Stock") held by the Reporting Person are initially convertible into an aggregate of 2,476,338.51 shares of the Issuer's common stock at a price of $2.895 per share; provided, however, that the conversion price is subject to adjustment in certain circumstances, to a price not to fall below $1.50 per share, including in the event the Issuer sells or issues securities at a price that is less than $2.895 per share while the shares of Series C Preferred Stock are outstanding, which may result in the issuance of additional shares of common stock upon conversion of the shares of Series C Preferred Stock. |
| (2) | On June 11, 2026, the Issuer and Index Equity US LLC ("Index Equity"), an entity controlled by the Reporting Person, entered into an exchange agreement, pursuant to which $7,169,072.79 of principal and accrued interest outstanding owed under a promissory note held by Index Equity was exchanged for 7,169 shares of Series C Preferred Stock and a common stock purchase warrant to purchase up to 619,084 shares of the Issuer's common stock. The exchange agreement and the exchange of the promissory note for the shares of Series C Preferred Stock and the warrant were approved in advance by the Issuer's board of directors. |
| (3) | The shares of Series C Preferred Stock are convertible into shares of common stock and the Warrants are exercisable for shares of common stock at any time at the election of the holder; provided, however, that, to the extent required by the rules and regulations of the Nasdaq Stock Market, LLC, no shares of Series C Preferred Stock shall be convertible into shares of common stock and no Warrants shall be exercisable for shares of common stock unless and until stockholder approval of such conversions and exercises, respectively, is obtained. |
| (4) | The shares of Series C Preferred Stock do not expire. |
| (5) | The Reporting Person is the manager of Index Equity. The Reporting Person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein. |