03/06/2026 | Press release | Distributed by Public on 03/06/2026 20:35
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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 Loan | $0.0124 | 10/28/2025 | P(1) | $2,644,311.24 | 10/28/2025 | 03/08/2026 | Common Stock | 213,250,926 | $2,644,311.24 | $2,644,311.24 | I | By Aurion Prime Holdings Limited(2) | |||
| Convertible Loan | $0.0124 | 03/04/2026 | C(1) | $2,644,311.24 | 10/28/2025 | 03/08/2026 | Common Stock | 213,250,926(1) | $ 0 | 0 | I | By Aurion Prime Holdings Limited(2) | |||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
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Cheng Chi Kong 40/F, NEW WORLD TOWER 1, 18 QUEEN'S ROAD CENTRAL HONG KONG |
X | X | ||
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Aurion Prime Holdings Ltd 40/F, NEW WORLD TOWER 1, 18 QUEEN'S ROAD CENTRAL HONG KONG |
X | |||
| /s/ Chi Kong (Adrian) Cheng | 03/06/2026 | |
| **Signature of Reporting Person | Date | |
| AURION PRIME HOLDINGS LIMITED By: /s/ Wai Yi Winnie Young; Name: Wai Yi Winnie Young; Title: Authorized Signatory | 03/06/2026 | |
| **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 March 4, 2026, Aurion Prime Holdings Limited ("Aurion") converted the convertible loan (the "Loan") in the principal amount of $2,644,311.24 into an aggregate of 213,250,926 shares of common stock of the Issuer, pursuant to the Convertible Loan Agreement, dated October 28, 2025 (the "Loan Agreement"), entered into with JAKOTA Capital AG, as the borrower ("JAKOTA"). Pursuant to the Loan Agreement, the Loan was to be repaid in full through the transfer of an aggregate of 213,250,926 shares of common stock of the Issuer from JAKOTA to Aurion on or before March 8, 2026, the maturity date of the Loan. |
| (2) | The securities are beneficially owned directly by Aurion. Aurion is a wholly-owned subsidiary of Almad Development Holdings Limited ("ADHL"), ADHL is a wholly owned subsidiary of Almad Group Limited ("AGL"), and Chi Kong (Adrian) Cheng ("Mr. Cheng" and, together with Aurion, the "Reporting Persons") owns all issued and outstanding shares of AGL and can be deemed the indirect beneficial owner of the securities. Each Reporting Person disclaims beneficial ownership of the securities except to the extent of his or its pecuniary interest therein, and this Form 4 shall not be deemed to be an admission that any Reporting Person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose. |