11/07/2025 | Press release | Distributed by Public on 11/07/2025 18:05
|
FORM 4
|
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 |
|
|
|||||||||||||||||||||||||||||
|
|||||||||||||||||||||||||||||
| 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) | ||
|
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) |
||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Convertible Note Due 2027 | $4.32(1) | 09/24/2025 | A | $4,000,000 | 09/24/2025 | 09/23/2027 | Common Stock | 462,962(1) | $4,000,000 | $4,000,000 | D | ||||
| Common Stock Warrant (Right to Buy) | $4.32(2) | 09/24/2025 | A | 138,889(2) | (3) | 09/24/2028 | Common Stock | 138,889(2) | $ 0 | 138,889(2) | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
|
Mulacek Phil E 25025 I 45 NORTH SUITE 420 THE WOODLANDS, TX 77380 |
X | X | ||
| /s/ Phil E. Mulacek | 11/07/2025 | |
| **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) | The Convertible Note was amended on November 5, 2025 to increase the conversion price from $4.27 to $4.32, and to provide that the conversion price of $4.32 only applies to the first $2,000,000 already advanced under the Convertible Note. Excludes shares issuable at the election of the Reporting Person upon conversion of any additional advances under the Convertible Note based upon a floating conversion price as set forth in the Convertible Note, as amended. |
| (2) | The Warrant was amended on November 5, 2025 to (a) increase the exercise price of the Warrant from $4.27 to $4.32 and (b) reduce the number of shares of common stock of the Issuer underlying the Warrant from 281,030 to 138,889. |
| (3) | The Warrant becomes exercisable on the date the NYSE American stock exchange approves a supplemental listing application relating to the shares of common stock of the Issuer underlying the Warrant. |