10/31/2025 | Press release | Distributed by Public on 10/31/2025 16:34
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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 | ||||||||
| Convertible Senior Secured Term Loan 2023(3) | $1.76 | 10/28/2025 | C | $3,773,958 | 09/18/2023 | 09/18/2026 | Common Stock, par value U.S. $0.0001 | 2,144,295(1) | $ 0 | 0 | I(1) | By Transocean International Limited | |||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
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Transocean Ltd. TURMSTRASSE 30 STEINHAUSEN, V8 6312 |
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| /s/ Daniel Ro-Trock, Assistant Corporate Secretary | 10/31/2025 | |
| **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) | These securities are owned directly by Transocean International Limited, a Bermuda exempted company limited by shares. Transocean International Limited is a wholly owned subsidiary of Transocean Ltd. Because Transocean Ltd. controls Transocean International Limited, both Transocean Ltd. and Transocean International Limited are deemed to beneficially own the shares of common stock that Transocean International Limited holds directly or has a right to acquire. |
| (2) | The amount reported also includes 6,421 additional shares (the "Earnout Shares") of the Issuer's common stock issuable to the Reporting Person on or before September 9, 2027, pursuant to certain earnout conditions, as described in the Merger Agreement (as defined in the Reporting Person's Form 3 filed on September 9, 2023). |
| (3) | The shares of the Issuer's common stock reported herein as being beneficially owned by the Reporting Person consists of the Earnout Shares and 2,144,295 shares of the Issuer's common stock acquired on October 28, 2025 (the "Conversion Shares") by Transocean International Limited in connection with the exercise of its right to convert $3,000,000 of outstanding principal amount of loans, together with accrued interest (the "Note Conversion"), made pursuant to that certain Senior Secured Term Loan Agreement, dated as of September 18, 2023, by and among the Issuer, the collateral agent and the other lenders party thereto (as amended, the "Convertible Note"). Loans made pursuant to the Convertible Note were convertible into shares of the Issuer's common stock at a conversion price of $1.76 per share. |