10/20/2026 | Press release | Distributed by Public on 10/20/2026 15:57
|
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 | ||||||||
| Common Stock Purchase Warrants | $7 | 10/16/2026 | P(1) | 200,000 | 10/15/2026 | 10/15/2029 | Common Stock | 200,000 | (7) | 200,000 | D(3) | ||||
| Common Stock Purchase Warrants | $7 | 10/16/2026 | P(4) | 300,000 | 10/15/2026 | 10/15/2029 | Common Stock | 300,000 | (4)(8) | 500,000 | D(3) | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
|
AGASSI ANDRE K 1120 N TOWN CENTER DRIVE SUITE 160 LAS VEGAS, NV 89144 |
X | |||
|
INVESTMENTS AKA, LLC 1120 N. TOWN CENTER DRIVE, STE 160 LAS VEGAS, NV 89144 |
X | |||
| Investments AKA, LLC, by /s/ Andre K. Agassi, its Manager | 10/19/2026 | |
| **Signature of Reporting Person | Date | |
| /s/ Andre K. Agassi | 10/19/2026 | |
| **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 October 16, 2026, Investments AKA, LLC ("AKA") and the Issuer entered into an amendment to the Issuer's Convertible Promissory Note CN-1, originally issued to AKA on July 28, 2026 (the "Note"). Pursuant to the amendment, the entire outstanding principal balance of $1,000,000 was immediately exchanged for 200,000 shares of Common Stock and warrants to purchase 200,000 shares of Common Stock, based on the price and warrant coverage applicable to the offering discussed in footnote 4. The Note was canceled upon the exchange. Any accrued and unpaid interest was waived and forgiven and was excluded from the exchange consideration. |
| (2) | Before the amendment, the Note's conversion price depended on the price of a future qualifying financing and was not fixed. Accordingly, the Note was not previously reported as a derivative security pursuant to Rule 16a-1(c)(6). The amendment established the consideration and security quantities reported herein, and the acquisitions are reported as of its effective date. |
| (3) | These shares are held directly by Investments AKA, LLC which is managed by Agassi Ventures, LLC which is managed by Andre K. Agassi. All of the membership interests of Investments AKA, LLC are held by Agassi Ventures, LLC. The Andre Agassi Trust, of which Andre K. Agassi is the Trustee, holds all of the membership interests of Agassi Ventures, LLC. |
| (4) | The 300,000 shares of common stock and warrants to purchase 300,000 shares of common stock of the Issuer were sold as part of 300,000 units (each consisting of one share of common stock and one warrant to purchase one share of common stock) for a unit price of $5.00. |
| (5) | These shares are held directly by ASI Group, LLC which is managed by AKA Four, LLC which is managed by Agassi Ventures, LLC which is managed by Andre K. Agassi. Investments AKA, LLC owns 100% of ASI Group, LLC. |
| (6) | Represents the direct ownership of Andre K. Agassi. |
| (7) | The warrants were issued together with the Common Stock as consideration for cancellation of the Note (see footnote 1), without additional cash payment. |
| (8) | The warrants were issued together with the Common Stock as part of the units discussed in footnote 4, without additional cash payment. |