10/28/2025 | Press release | Distributed by Public on 10/28/2025 19:56
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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 | $0.45 | 10/24/2025 | P | 1,000,000 | 10/24/2025(1) | 10/24/2028 | Common Stock | 1,000,000 | $ 0 | 1,000,000 | I | By Myrmikan Gold Fund, LLC | |||
| Options | $0.1 | 05/22/2025 | 05/22/2030 | Common Stock | 200,000 | 200,000 | D | ||||||||
| Options | $0.1 | 03/25/2025 | 03/25/2030 | Common Stock | 60,000 | 60,000 | D | ||||||||
| Options | $0.17 | 05/01/2024 | 05/01/2029 | Common Stock | 15,000 | 15,000 | D | ||||||||
| Options | $0.25 | 12/12/2023 | 12/12/2028 | Common Stock | 200,000 | 200,000 | D | ||||||||
| Options | $0.26 | 09/22/2023 | 09/22/2028 | Common Stock | 94,070 | 94,070 | D | ||||||||
| Warrants | $0.15 | 05/08/2025(1) | 05/08/2028 | Common Stock | 304,800 | 304,800 | D | ||||||||
| Warrants | $0.115 | 09/12/2024(1) | 09/12/2028 | Common Stock | 340,000 | 340,000 | D | ||||||||
| Warrants | $0.158 | 04/29/2024(1) | 04/29/2027 | Common Stock | 210,526 | 210,526 | D | ||||||||
| Warrants | $0.158 | 04/29/2024(1) | 04/29/2027 | Common Stock | 90,000 | 90,000 | D | ||||||||
| Warrants | $0.15 | 05/08/2025(1) | 05/08/2028 | Common Stock | 3,245,171 | 3,245,171 | I | By Myrmikan Gold Fund, LLC | |||||||
| Warrants | $0.1735 | 10/10/2024(1) | 10/10/2028 | Common Stock | 2,882,514 | 2,882,514(2) | I | By Myrmikan Gold Fund, LLC | |||||||
| Warrants | $0.158 | 04/09/2024(1) | 04/09/2027 | Common Stock | 1,350,000 | 1,350,000 | I | By Myrmikan Gold Fund, LLC | |||||||
| Warrants | $0.26 | 12/07/2023(1) | 12/07/2025 | Common Stock | 140,000 | 140,000 | I | By Myrmikan Gold Fund, LLC | |||||||
| Warrants | $0.26 | 11/07/2023(1) | 11/07/2025 | Common Stock | 750,000 | 750,000 | I | By Myrmikan Gold Fund, LLC | |||||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
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Oliver Daniel Jr 713 SILVERMINE ROAD NEW CANAAN, CT 06840 |
X | X | ||
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Myrmikan Gold Fund, LLC 713 SILVERMINE ROAD NEW CANAAN, CT 06840 |
X | |||
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Myrmikan Capital, LLC 713 SILVERMINE ROAD NEW CANAAN, CT 06840 |
X | |||
| /s/ Daniel Oliver | 10/28/2025 | |
| **Signature of Reporting Person | Date | |
| /s/ Daniel Oliver, as Manager of Myrmikan Capital, LLC, the Manager of Myrmikan Gold Fund, LLC | 10/28/2025 | |
| **Signature of Reporting Person | Date | |
| /s/ Daniel Oliver, Manager of Myrmikan Capital, LLC | 10/28/2025 | |
| **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) | The holder and the issuer have entered into a warrant standstill agreement dated 4-9-24, as amended and restated on May 8, 2025 with respect to Mr. Oliver and October 24, 2025 with respect to the Fund, pursuant to which the holder has agreed not to exercise these warrants. The agreement will remain in effect until terminated upon 61 days' written notice to the issuer from the holder. On that basis, the holder does not beneficially own the shares of common stock underlying the warrants, as defined for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended. |
| (2) | These warrants were issued in connection with a secured loan agreement pursuant to which the holder loaned $500,000 to the issuer. |