10/20/2025 | Press release | Distributed by Public on 10/20/2025 19:40
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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 | ||||||||
| Series D Non-Voting Convertible Preferred Stock | $ 0 | 10/16/2025 | J | 220,663(1) | 10/16/2025(2) | (2) | Common Stock | 35,306,080(2) | $ 0 | 220,663(1) | D(3) | ||||
| Series E Non-Voting Convertible Preferred Stock | $ 0 | 10/16/2025 | J | 134,375(1) | 10/16/2025(2) | (2) | Common Stock | 21,500,000(2) | $ 0 | 134,375(1) | D(3) | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
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Framework Ventures IV L.P. 600 MONTGOMERY STREET, FLOOR 42 SAN FRANCISCO, CA 94111 |
X | |||
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Framework Ventures Management LLC 600 MONTGOMERY STREET. FLOOR 42 SAN FRANCISCO, CA 94111 |
X | |||
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Framework Ventures IV GP LLC 600 MONTGOMERY STREET, FLOOR 42 SAN FRANCISCO, CA 94111 |
X | |||
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Spencer Vance 600 MONTGOMERY STREET, FLOOR 42 SAN FRANCISCO, CA 94111 |
X | |||
| /s/ Michael Ernest Anderson | 10/20/2025 | |
| **Signature of Reporting Person | Date | |
| /s/ Michael Ernest Anderson | 10/20/2025 | |
| **Signature of Reporting Person | Date | |
| /s/ Michael Ernest Anderson | 10/20/2025 | |
| **Signature of Reporting Person | Date | |
| /s/ Vance Spencer | 10/20/2025 | |
| **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 October 9, 2025, Framework Ventures IV L.P. ("Framework LP"), David Lazar (the "Seller") and certain other investors entered into a securities purchase agreement pursuant to which Framework LP purchased all of Seller's rights, title and interest in (i) 220,663 shares of the Issuer's Series D Non-Voting Convertible Preferred Stock, par value $0.01 per share (the "Series D Preferred Stock") and (ii) the rights and obligation to purchase 134,375 shares of the Issuer's Series E Non-Voting Convertible Preferred Stock, par value $0.01 per share (the "Series E Preferred Stock"). |
| (2) | Following stockholder approvals of proposals 5 and 9 set forth in the Issuer's Definitive Proxy Statement on Schedule 14A, filed by the Issuer with the Securities and Exchange Commission on September 23, 2025, at the Issuer's annual meeting on October 16, 2025 (the "Meeting"), (i) each share of Series D Convertible Preferred Stock will automatically convert into 160 shares of common stock at the option of the holder or within three business days of the Meeting, and (ii) the Issuer issued the Series E Preferred Stock, each share of which will automatically convert into 160 shares of common stock at the option of the holder or within thirty business days of the Meeting. |
| (3) | The reported securities may also be deemed to be beneficially owned by Framework Ventures GP IV LLC ("Framework GP"), Framework Ventures Management LLC ("Framework Management"), Vance Spencer ("Mr. Spencer") and Michael Ernest Anderson ("Mr. Anderson" and together with Framework GP, Framework Management, Mr. Spencer and Framework LP, the "Framework Entities"), each of which or whom disclaim beneficial ownership of these shares, except to the extent of its or his pecuniary interest in such shares, if any. Framework GP is the general partner of Framework LP. Framework Management is the investment manager for Framework GP. Mr. Spencer and Mr. Anderson are members and the managers of Framework GP and the managing members of Framework Management. |
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Remarks: Exhibit 99.1 - Joint Filing Agreement |
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