06/22/2026 | Press release | Distributed by Public on 06/22/2026 17:15
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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) | $1.98 | 06/17/2026 | A | 15,250 | (3) | 06/17/2036 | Common Stock | 15,250 | $ 0 | 15,250 | D | ||||
| Series A Convertible Preferred Stock | $5.18 | 06/17/2026 | C | 96,525 | 04/08/2025 | (4) | Common Stock, $0.0001 par value | 222,222 | $2.25 | 0 | I | The Jay Venkatesan Legacy Trust | |||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
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Venkatesan Jay 601 GENOME WAY SUITE 2001 HUNTSVILLE, AL 35806 |
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| /s/ Steven Ledger, Attorney in Fact | 06/22/2026 | |
| **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) | The share ownership amount has been adjusted to correct an administrative error in a prior Form 4 filed by the Reporting Person, which inadvertently reported 7,553 shares as direct ownership, rather than indirect ownership. |
| (2) | Shares reflect the mandatory conversion at an adjusted Conversion Price of $2.25 of the Company's Series A Convertible Prefered Stock ("Series A Preferred") issued in connection with the April 2025 Private Placement. The Reporting Person was originally issued 96,525 shares of Series A Preferred that were converted into 222,222 shares of Common Stock and 1,930 shares that were issued for payment of accrued dividends. Shares were issued upon receipt of stockholder approval, which approval was obtained on June 17, 2026, thereby triggering the automatic conversion of the Series A Preferred into common stock. |
| (3) | The stock options will vest on the earlier of (i) the day before the next Annual Meeting or (ii) the one-year anniversary of the grant date, subject to the Reporting Person's continued service to the Issuer through the applicable vesting dates. |
| (4) | The Series A Convertible Preferred Stock is perpetual and therefore has no expiration date. |