09/25/2026 | Press release | Distributed by Public on 09/25/2026 14:31
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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 | ||||||||
| Stock option (right to buy) | $3.69 | 09/24/2026 | D | 50,000 | (3) | 09/11/2029 | Common Stock | 50,000 | (1) | 0 | D | ||||
| Stock option (right to buy) | $10.4 | 09/24/2026 | D | 50,000 | (4) | 02/03/2031 | Common Stock | 50,000 | (1) | 0 | D | ||||
| Stock option (right to buy) | $13.89 | 09/24/2026 | D | 36,000 | (5) | 01/03/2032 | Common Stock | 36,000 | (1) | 0 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
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Hexter Joshua 1185 AVENUE OF THE AMERICAS THIRD FLOOR NEW YORK, NY 10036 |
COO & CBO | |||
| /s/ Joshua Hexter | 09/25/2026 | |
| **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 September 24, 2026, the issuer canceled all outstanding stock options held by the reporting person pursuant to an option exchange program approved by the Compensation Committee of the issuer's Board of Directors. In exchange for the canceled options, the reporting person received a restricted stock award of an aggregate of 75,455 shares, which fully vested upon grant, valued at $4.75 per share (the closing price on September 22, 2026), equal to the aggregate Black-Scholes value of the canceled options. The option cancellation and restricted stock grant were each approved in advance by a committee of non-employee directors. |
| (2) | On September 24, 2026, the issuer granted to the reporting person a restricted stock award of an aggregate of 209,291 shares pursuant to the issuer's Amended and Restated 2019 Stock Incentive Plan (the "Plan"). The restricted stock vests as to forty percent (40%) on the date of grant and as to the remaining sixty percent (60%) in eight (8) substantially equal quarterly installments over the twenty-four (24) month period following the date of grant, subject to the reporting person's continued service with the issuer. Unvested shares are subject to forfeiture in accordance with the terms of the applicable award agreement and the Plan. |
| (3) | The canceled option provided for vesting in 16 equal installments of 6,250 on the first day of every three-month period beginning November 1, 2019. Of the vested options, 50,000 were previously exercised. |
| (4) | The canceled option provided for vesting in 4 equal installments as follows: 12,500 shall vest on each of December 31, 2021, December 31, 2022, December 31, 2023 and December 31, 2024. |
| (5) | The canceled option provided for vesting in 4 equal installments as follows: 9,000 shall vest on each of January 1, 2023, January 1, 2024, January 1, 2025 and January 1, 2026. |