11/29/2024 | Press release | Distributed by Public on 11/29/2024 16:24
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) |
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 A Common Stock Purchase Warrant(1)(2) | $1.7512(1)(2) | 11/26/2024(2) | A | 4,851(1)(2) | 10/01/2024 | 08/05/2029 | Common Stock | 4,851(1)(2) | $0.125(1) | 5,710(1)(2) | D | ||||
Series B Common Stock Purchase Warrant(1)(2) | $1.7512(1)(2) | 11/26/2024(2) | A | 4,851(1)(2) | 10/01/2024 | 02/05/2027 | Common Stock | 4,851(1)(2) | $0.125(1) | 5,710(1)(2) | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Schneider Carine 2801 DIODE LANE LOUISVILLE, KY 40299 |
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/s/ Carine Schneider | 11/29/2024 |
**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 November 18, 2024, the issuer effected a one-for-twenty-five reverse stock split (the "Reverse Stock Split") of the issuer's outstanding shares of common stock, par value $0.0001 per share (the "Common Stock"). The number of shares of Common Stock and prices reported on this Form 4 have been adjusted to reflect the Reverse Stock Split. |
(2) | This Form 4 is being filed by the reporting person in order to reflect the acquisition of Series A Common Stock Purchase Warrants (the "Series A Warrants") and Series B Common Stock Purchase Warrants (the "Series B Warrants", and collectively with the Series A Warrants, the "Warrants") as of November 26, 2024 pursuant to certain anti-dilution provisions in the Warrants that trigger upon the Reverse Stock Split, the consequence of which is that (i) the exercise prices of the Warrants decrease pursuant to the formula contained in such provisions and (ii) the number of shares of Common Stock issuable upon exercise of the Warrants proportionally increases, such that the aggregate exercise price of each of the Warrants following such adjustments remains equal to the aggregate exercise price of each of such Warrants as of their respective dates of issuance. |