05/08/2026 | Press release | Distributed by Public on 05/08/2026 15:44
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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 A Convertible Preferred Stock | (5)(4)(3) | 12/15-05:00/2025 | J(1) | 82,800 | (3)(5)(4) | (6) | Common Stock | 4,190,000 | $ 0 | 82,800 | I | See footnote(2) | |||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
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Syed Babar Ali PLOT NO. 112-113, BLOCK S QUAID-E-AZAM INDUSTRIAL ESTATE KOT LAKHPAT |
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| /s/ Syed Babar Ali | 05/08/2026 | |
| **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) | On November 25, 2025, Stephen Buck and John Patrick Bywater (collectively, the "Shareholders"), entered into a Voting Agreement, with the Issuer, Syed Babar Ali and Muhammad Azhar Saeed (the "Majority Shareholders"). Pursuant to the Voting Agreement, the Shareholders appointed the Majority Shareholders with a power of attorney and irrevocable proxy to vote all Issuer securities held by the Shareholders from time to time until the earlier of (i) January 1, 2029, (ii) the date that the Shareholders hold no Company securities, or (iii) the date on which the Majority Shareholders have notified the Shareholders that the Voting Agreement has been terminated. On December 15, 2025, the Shareholders were issued: (i) 82,800 shares of newly designated shares of Series A Convertible Preferred Stock of the Company (the "Series A Preferred Stock"); and (ii) 750,000 shares of the Company's common stock, $0.0001 par value per share ("Common Stock"). |
| (2) | As a result of the Voting Agreement, Mr. Syed and Mr. Saeed share voting rights over the Series A Preferred Stock and the 750,000 shares of Common Stock held by the Shareholders. As a result of the voting right, Mr. Syed and Mr. Saeed may be deemed to beneficially own the 750,000 shares of common stock and 82,800 shares of Series A Preferred Stock of the Issuer held by the Shareholders. Except for the limited right to vote such shares pursuant to the Voting Agreement, Mr. Syed has no dispositive control over the shares, nor any pecuniary interest therein. |
| (3) | During a 60-day period beginning on March 31, 2026, each holder of Series A Preferred Stock may, at its option, convert its shares of Series A Preferred Stock into that number of shares of Common Stock equal to $100, divided by $2.00 (the "Conversion Price"), subject to adjustment for stock splits and stock dividends, with any fractional shares rounded up to the nearest whole share. |
| (4) | Each share of Series A Preferred Stock will automatically convert to Company Common Stock on the earlier of (i) the date that the Company's Common Stock is listed on the Nasdaq Capital Market; Nasdaq Global Market, or NYSE American (an "Uplisting") and (ii) the last day of the optional conversion period, into that number of shares of common stock equal to the Stated Value of such share of Series A Preferred Stock, divided by the applicable conversion price. |
| (5) | The applicable conversion price (1) for an Automatic Conversion occurring on the date that the Uplisting is approved, is (a) the initial sales price of the Company's common stock on the Nasdaq Capital Market, Nasdaq Global Market, or NYSE American, multiplied by (b) 0.80; and (2) for an Automatic Conversion occurring on the last day of the Optional Conversion Period, the greater of (x)(a) the initial sales price of the Company's common stock on the Nasdaq Capital Market, Nasdaq Global Market, or NYSE American on the date that the Uplisting is approved, multiplied by (b) 0.80; and (y) $2.50, subject in each case to adjustment for stock splits and stock dividends, with any fractional shares rounded up to the nearest whole share. |
| (6) | The Series A Preferred Stock has no expiration date. |