10/23/2026 | Press release | Distributed by Public on 10/23/2026 09:45
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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 B Convertible Preferred Stock | (2) | 12/08/2025 | A(3) | 450 | (2) | (2) | Common Stock | 0 (2) | $ 0 | 450 | D | ||||
| Series C Convertible Preferred Stock | (1) | (1) | (1) | Common Stock | 0 (1) | 1,250 | I | By Mammoth Crest Capital, LLC(4) | |||||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
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EVANS BARRETT 701 ANACAPA ST., SUITE C SANTA BARBARA, CA 93101 |
X | X | Chief Financial Officer | |
| /s/ Barrett Evans | 10/23/2026 | |
| **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) | Each share of Series C Convertible Preferred Stock is convertible at the holder's option, at any time, into 0.01% of the Issuer's Common Stock on a fully diluted basis at the time of conversion, so the 1,250 shares held by MCC convert into 12.5% of the fully diluted Common Stock. The conversion price and the number of underlying shares vary with the Issuer's capitalization and share price. The Series C Preferred Stock has no expiration date. These shares were reported in Table I of the Form 3 filed October 24, 2025 and are reported in Table II here to reflect their convertible nature. |
| (2) | Each share of Series B Convertible Preferred Stock (stated value $100) is convertible at the holder's option, at any time, into the number of shares of Common Stock having a value of $100 based on the closing price of the Common Stock on the trading day before conversion. The conversion price and number of underlying shares therefore vary; based on the $0.08 closing price on October 14, 2026, the 450 shares would convert into approximately 562,500 shares of Common Stock. The Series B Preferred Stock is exercisable immediately and has no expiration date. |
| (3) | Issued by the Issuer on December 8, 2025 as compensation, pursuant to a resolution of the Issuer's Board of Directors dated October 5, 2025, for no cash consideration. Exempt under Rule 16b-3(d). |
| (4) | Held by Mammoth Crest Capital, LLC ("MCC"), which is owned 50% by the reporting person and 50% by Michael Hill, each a managing member. The reporting person disclaims beneficial ownership of the securities held by MCC except to the extent of his pecuniary interest therein. MCC's 2,000,000 shares of Common Stock (500,000,000 shares before the Issuer's 1-for-250 reverse stock split effective June 12, 2026) and 1,250 shares of Series C Preferred Stock were acquired June 13, 2025 and were reported on the reporting person's Form 3 filed October 24, 2025. |
| (5) | Held by EMC2 Capital LLC, of which the reporting person is the managing member. 200,000 shares (50,000,000 shares before the Issuer's 1-for-250 reverse stock split effective June 12, 2026), reported on the reporting person's Form 3 filed October 24, 2025. The reporting person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein. |
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Remarks: This Form 4 is filed late. It reports the December 8, 2025 acquisition of Series B Convertible Preferred Stock, which was required to be reported within two business days. All share amounts reflect the Issuer's 1-for-250 reverse stock split effective June 12, 2026 (exempt under Rule 16a-9). |
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