11/03/2026 | Press release | Distributed by Public on 11/03/2026 17:02
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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 | (1) | 11/01/2026 | A | 136,000 | (2)(3) | (2)(3) | Common Stock | 136,000 | $ 0 | 136,000 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
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Faga Daniel 10770 WATERIDGE CIRCLE, SUITE 210 SAN DIEGO, CA 92121 |
X | President, CEO | ||
| /s/ Ajim Tamboli, Attorney-in-Fact | 11/03/2026 | |
| **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) | Each performance stock unit ("PSU") represents a contingent right to receive 1 share of the Issuer's Common Stock upon settlement for no consideration. |
| (2) | Shares earned upon the vesting of a percentage of the PSUs granted to the Reporting Person on November 1, 2026. Each PSU represents a contingent right to receive one share of Issuer common stock upon the Issuer's achievement of certain share price metrics ("Performance Metrics"). Once an applicable Performance Metric has been met, the PSUs subject to such Performance Metric (an "Achieved PSU") shall vest as follows: 50% of the Achieved PSUs for each satisfied tranche shall vest on the one-year anniversary of the Certification Date of the achievement of the applicable Performance Metric, and the remaining 50% of the Achieved PSUs shall vest on the two-year anniversary of the applicable Certification Date. |
| (3) | (cont'd from Footnote 2) Notwithstanding the foregoing, all Achieved PSUs that have not previously vested pursuant to the vesting schedule will vest on December 15, 2030 (or, if a Share Price Target is achieved on December 15, 2030, vesting will occur on its Certification Date), subject to the Reporting Person's service to the Issue on each vesting date. |