12/05/2025 | Press release | Distributed by Public on 12/05/2025 15:39
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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 | ||||||||
| Common Stock Purchase Warrant | $2(1) | 12/03/2025 | P | 500,000(1) | 12/05/2024 | 12/05/2026 | Common Stock | 500,000(1) | $0.20 | 500,000 | I | By The Kambiz & Bahareh Mahdi Living Trust | |||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
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Mahdi Kambiz 1340 REYNOLDS AVENUE, UNIT 120 IRVINE, CA 92614 |
X | CEO | ||
| /s/ Kambiz Mahdi | 12/05/2025 | |
| **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) | On December 1, 2025, Mast Hill Fund, L.P. ("Mast Hill") and The Kambiz & Bahareh Mahdi Living Trust, which may be deemed to be beneficially owned by the Company's CEO, Kambiz Mahdi (the "Mahdi Trust"), entered into a Purchase and Assignment Agreement, pursuant to which Mast Hill would sell the Common Stock Purchase Warrant issued to Mast Hill by the Company on December 5, 2024 (the "Warrant"), to the Mahdi Trust for $10.00 (the "Purchase Price"). The Warrant originally entitled the holder to purchase 500,000 shares of issuer common stock at an exercise price of $2.00/share, with such number of shares and exercise price subject to adjustment as provided in the Warrant. On December 3, 2025, the Mahdi Trust paid the Purchase Price, and the transaction closed. |