08/03/2026 | Press release | Distributed by Public on 08/03/2026 17:02
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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 | ||||||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
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Kutzman Thomas J Jr 6515 LONGSHORE LOOP SUITE 100 DUBLIN, OH 43017 |
Chief Financial Officer | |||
| /s/ Thomas J. Kutzman Jr. | 08/03/2026 | |
| **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) | Represents restricted stock units ("RSUs") granted to the reporting person on July 30, 2026, as compensation for services as an executive officer during the quarter ended June 30, 2026, under the issuer's 2022 Equity Incentive Plan, as amended (the "Plan"). Each RSU represents a contingent right to receive one share of common stock of the issuer. These RSUs will vest as follows: (i) 50% will vest on the date that is 12 months from the date of grant and (ii) the remaining 50% will vest in four equal quarterly installments over the 12-month period thereafter, subject to the continuous service of the reporting person on such vesting dates and compliance with the terms and conditions of the Plan. The number of RSUs awarded was based on the 10-day volume weighted average closing price of the issuer's common stock, as reported on The Nasdaq Stock Market LLC ("Nasdaq"), for the period ending on and including July 30, 2026, which was $1.4341. |
| (2) | Represents shares of common stock of the issuer that were issued to the reporting person in satisfaction of the second installment of the deferred merger consideration payable in connection with the issuer's acquisition of Prevu, Inc., under that certain Agreement and Plan of Merger, dated November 21, 2025 (the "Merger Agreement"). These shares of common stock represent the portion of the deferred merger consideration payable to the reporting person under the terms and provisions of the Merger Agreement. In accordance therewith, a price per share of $1.4466 was calculated based on the 10-day volume-weighted average price of the issuer's shares of common stock, as reported on the Nasdaq, for the period ending on and including July 31, 2026, which represents a total deferred merger consideration payment of approximately $21,874.04 to the reporting person. |