10/27/2026 | Press release | Distributed by Public on 10/27/2026 04:06
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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 | ||||||||
| Warrants | $1.65 | 10/23/2026 | P | 833,334 | 04/23/2027(4) | 04/23/2032(4) | Common Shares | 833,334 | (2) | 833,334 | I | By Chutzpah Holdings LP(3) | |||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
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Manieu Alexandre Weinstein APT 8002, BURGENSTOCK HOTELS & RESORT BURGENSTOCK 30 OBBURGEN 6363 |
X | X | ||
| /s/ Alexandre Weinstein Manieu | 10/27/2026 | |
| **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 Common Shares received upon the vesting and settlement on August 25, 2026 of 641 restricted stock units ("RSUs"). Mr. Weinstein has been granted an aggregate of 10,769 RSUs: (i) 10,250 RSUs granted February 25, 2025 under the Company's 2016 Equity Compensation Plan, vesting in twelve quarterly installments (four grants of 1,281 shares from May 25, 2025 through February 25, 2026, and eight grants of 641 shares, the last being 639 shares, from May 25, 2026 through February 25, 2028); and (ii) 519 RSUs granted December 1, 2025 under the Company's 2019 Equity Compensation Plan, all of which vested in three monthly installments of 173 shares ending February 28, 2026. As of the date hereof, 6,925 RSUs have vested and settled into Common Shares held directly by Mr. Weinstein, 641 RSUs will vest on November 25, 2026, and the remaining 3,203 RSUs are unvested. Unvested RSUs confer no voting or dividend rights until settlement. |
| (2) | On October 20, 2026, Chutzpah Holdings LP ("CHLP") entered into a Securities Purchase Agreement with the Issuer (the "October 2026 SPA"), pursuant to which CHLP acquired, upon closing on October 23, 2026, 833,334 Common Shares and Common Warrants to purchase up to 833,334 Common Shares at an exercise price of $1.65 per share, for a purchase price of $1.50 per share and accompanying warrant, or $1,250,000 in the aggregate. The aggregate purchase price was satisfied in full through the application of the $1,250,000 advance payment made by CHLP to the Issuer on June 16, 2026 pursuant to the Advance Subscription Agreement dated June 14, 2026. No separate consideration was allocated to the warrants. |
| (3) | The securities are held directly by CHLP, a limited partnership beneficially owned by Mr. Weinstein. Following the reported transaction, CHLP holds 2,083,334 Common Shares (consisting of 625,000 Common Shares acquired under the Securities Purchase Agreement dated December 8, 2025, 625,000 Common Shares acquired under the Securities Purchase Agreement dated March 24, 2026, and the 833,334 Common Shares reported herein). CHLP also holds warrants to purchase 625,000 Common Shares at an exercise price of $4.25 per share issued under the March 24, 2026 Securities Purchase Agreement, which are subject to a 35% beneficial ownership limitation. Mr. Weinstein disclaims beneficial ownership of the securities held by CHLP except to the extent of his pecuniary interest therein. |
| (4) | The Common Warrants become exercisable on the six-month anniversary of their issue date and expire on the fifth anniversary of such initial exercise date. |