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1. Title of Derivate Security
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2. Conversion or Exercise Price of Derivative Security
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3. Transaction Date (Month/Day/Year)
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3A. Deemed Execution Date, if any (Month/Day/Year)
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4. Transaction Code
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
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8. Price of Derivative Security
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
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11. Nature of Indirect Beneficial Ownership
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(A)
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(D)
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Date Exercisable
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Expriation Date
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Title
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Amount or Number of Shares
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(*)
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If the form is filed by more than one reporting person, see Instruction 5(b)(v).
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(**)
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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(1)
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On October 24, 2025, the issuer effected a 1-for-750 reverse stock split (the "Reverse Stock Split") of the issuer's outstanding shares of common stock, par value $0.0001 per share (the "Common Stock"). The number of shares of Common Stock and prices reported on this Form 5 have been adjusted to reflect the Reverse Stock Split.
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(2)
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The reporting person owned the stock options on September 1, 2025, the date on which the reporting person became an officer of the issuer.
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(3)
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The options were subject to vesting commencing on February 24, 2023, with 1/4 of such shares having vested on February 24, 2024, and thereafter, 1/16 of such shares having vested or to vest on the first day of each subsequent three-month period until the entire award has vested, so long as the reporting person remains in the service of the issuer for each such quarter.
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(4)
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The options were subject to vesting commencing on October 2, 2023, with 1/4 of such shares having vested on October 2, 2024, and thereafter, 1/16 of such shares having vested or to vest on the first day of each subsequent three-month period until the entire award has vested, so long as the reporting person remains in the service of the issuer for each such quarter.
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(5)
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On November 3, 2025, the stock options held by the reporting person were canceled by the issuer and new stock options were issued to the reporting person in exchange.
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(6)
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The options are subject to vesting which commenced on February 24, 2023, with 1/4 of such shares having vested on February 24, 2024, and thereafter, 1/16 of such shares to vest on the first day of each subsequent three-month period until the entire award has vested, so long as the reporting person remains in the service of the issuer for each such quarter.
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(7)
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The stock options were received as compensation for the reporting person's services as the issuer's Vice President, Corporate Controller.
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(8)
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The options are subject to vesting which commenced on October 2, 2023, with 1/4 of such shares having vested on October 2, 2024, and thereafter, 1/16 of such shares to vest on the first day of each subsequent three-month period until the entire award has vested, so long as the reporting person remains in the service of the issuer for each such quarter.
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Note: File three copies of this Form, one of which must be manually signed. If space is insufficient,
Instruction 6 for procedure. Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.