10/02/2026 | Press release | Distributed by Public on 10/02/2026 14:42
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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 | ||||||||
| Obligation to Buy (Initial Purchase)(3) | $1.85 | 09/30/2026 | J(4) | 176,006 | 08/06/2026 | 09/30/2026 | Common Stock | 176,006 | $ 0 | 0 | I | By Kotarba Partners Fund I, LP(2)(5) | |||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
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Kotarba Scott 1827 BROKEN BEND DRIVE WESTLAKE, TX 76262 |
X | X | ||
| Steven Taylor, Attorney-in-Fact for Scott S. Kotarba | 10/02/2026 | |
| **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) | Represents 176,006 shares of common stock acquired by Kotarba Partners Fund I, LP from The Oregon Community Foundation at the Initial Closing on September 28, 2026, at a price of $1.85 per share, pursuant to the Purchase and Sale Agreement dated August 6, 2026 (the "Purchase Agreement"). The shares are held of record by Kotarba Partners Fund I, LP. |
| (2) | The securities reported herein are held of record by Kotarba Partners Fund I, LP. Kotarba Partners & Co, LLC is the general partner of Kotarba Partners Fund I, LP, and Scott Kotarba is the Managing Member of Kotarba Partners & Co, LLC. Mr. Kotarba disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and the filing of this report shall not be deemed an admission that he is the beneficial owner of such securities for purposes of Section 16 or for any other purpose. |
| (3) | Represents the previously reported obligation of Kotarba Partners Fund I, LP to purchase 176,006 shares of common stock at $1.85 per share at the Initial Closing under the Purchase Agreement, as reported on the Form 4 filed August 10, 2026. |
| (4) | The Initial Purchase obligation was settled on September 28, 2026 upon the consummation of the Initial Closing under the Purchase Agreement, at which time Kotarba Partners Fund I, LP acquired the underlying 176,006 shares of common stock as reflected in Table I above. |
| (5) | Following the Initial Closing reported on this Form, Kotarba Partners Fund I, LP retains options under the Purchase Agreement to purchase up to an additional 562,528 shares from The Oregon Community Foundation, exercisable through March 31, 2028. These consist of (i) an option to purchase 176,006 shares at $1.85 per share, and (ii) an option to purchase up to 386,522 shares at a price equal to 85% of the volume weighted average price of the Issuer's common stock as reported on Nasdaq for the thirty consecutive trading days ending on the last business day immediately prior to the applicable closing date, subject to a minimum price of $1.85 per share and a maximum price of $4.00 per share. These options were previously reported on the Form 4 filed August 10, 2026 and the Schedule 13D filed August 17, 2026. |