02/02/2026 | Press release | Distributed by Public on 02/02/2026 16:22
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FORM 3
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF 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. | SEC 1473 (7-02) | ||
| 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. | |||
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1. Title of Derivative Security (Instr. 4) |
2. Date Exercisable and Expiration Date (Month/Day/Year) |
3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) |
4. Conversion or Exercise Price of Derivative Security |
5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5) |
6. Nature of Indirect Beneficial Ownership (Instr. 5) |
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| Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
| Series I Common Stock Warrants (right to buy) | 08/13/2025 | 11/13/2026 | Common Stock | 90,000(2) | $5.25 | I | See footnote(1) |
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
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GLENBROOK CAPITAL MANAGEMENT 5396 AVENUE 18 1/2 CHOWCHILLA, CA 93610 |
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| Glenbrook Capital Management, By: /s/ John David Kessler, Director | 02/02/2026 | |
| **Signature of Reporting Person | Date |
| * | If the form is filed by more than one reporting person, see Instruction 5(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 securities to which this filing relates are held directly by PFS Trust ("PFS Trust") and Glenbrook Capital Management Inc. Employee Profit-Sharing Plan ("GCM EPSP"). Glenbrook Capital Management (the "Reporting Person") serves as the investment manager to each of PFS Trust and GCM EPSP. The Reporting Person disclaims beneficial ownership of the securities to which this filing relates for purposes of Section 16 of the Securities and Exchange Act of 1934, as amended, except to the extent of his or its pecuniary interest therein, if any. |
| (2) | Pursuant to the terms of the Series I Common Stock Warrants (the "Warrants"), the Reporting Person cannot exercise any of the Warrants to the extent the Reporting Person would beneficially own, after any such exercise, more than 4.99% of the outstanding Common Stock (the "4.99% Blocker") for the Warrants held by GCM EPSP, or 9.99% of the outstanding Common Stock (the "9.99% Blocker") for the Warrants held by PFS Trust. Consequently, at this time, the Reporting Person is not able to exercise the Warrants reported herein due to the 4.99% Blocker and the 9.99% Blocker. |