1. Title of Derivate Security
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2. Conversion or Exercise Price of Derivative Security
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3. Transaction Date (Month/Day/Year)
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3A. Deemed Execution Date, if any (Month/Day/Year)
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4. Transaction Code
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
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8. Price of Derivative Security
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
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11. Nature of Indirect Beneficial Ownership
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expriation Date
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Title
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Amount or Number of Shares
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(*)
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If the form is filed by more than one reporting person, see Instruction 5(b)(v).
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(**)
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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(1)
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On June 14, 2024, Corvus Capital Limited ("Corvus") transferred 1,100,000 shares of the Issuer's common stock, par value $0.0001 ("Common Stock"), to Algo Holdings, Inc. ("Algo"), its wholly-owned subsidiary for no consideration, pursuant to that certain Securities Transfer Request dated June 13, 2024. After giving effect to the transfer, Algo directly held 15,478,695 shares of Common Stock as of June 14, 2024. Andrew Regan is the Chief Executive Officer and sole shareholder of Corvus. Algo is a wholly owned subsidiary of Corvus. By virtue of these relationships, Dr. Regan may be deemed to beneficially own the shares of Common Stock held of record by each of Corvus and Algo. Dr. Regan disclaims any such beneficial ownership except to the extent of his pecuniary interest therein. This transfer reflects a change in the form of beneficial ownership and did not result in any change in Dr. Regan's and Corvus's pecuniary interest in such shares.
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(2)
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Dr. Regan is the Chief Executive Officer and sole shareholder of Corvus. Algo is a wholly owned subsidiary of Corvus. By virtue of these relationships, Dr. Regan may be deemed to beneficially own the shares of Common Stock held of record by each of Corvus and Algo. Dr. Regan disclaims any such beneficial ownership except to the extent of his pecuniary interest therein.
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(3)
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The securities are owned solely by Algo. On March 26, 2024, Algo pledged certain shares of Common Stock to a financial institution as collateral for a loan, pursuant to that certain Control and Restricted Loan Agreement, dated March 26, 2024, by and between Algo and such financial institution (the "Loan Agreement"). The loan proceeds were used to pay a portion of certain amounts due to a third party investor in the Issuer as an inducement to such investment to the Issuer in September 2023, pursuant to an agreement entered into by and among Algo, Corvus and such third party. These shares of Common Stock were sold by such financial institution pursuant to the terms and conditions of the Loan Agreement.
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(4)
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The price reported in Column 4 is a weighted average price. These shares of Common Stock were sold in multiple transactions at prices ranging from $0.426-0.452, inclusive. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission (the "SEC"), upon request, full information regarding the number of shares of Common Stock sold at each separate price within the range.
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(5)
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The price reported in Column 4 is a weighted average price. These shares of Common Stock were sold in multiple transactions at prices ranging from $0.307-0.371, inclusive. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer or the staff of the SEC, upon request, full information regarding the number of shares of Common Stock sold at each separate price within the range.
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(6)
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The price reported in Column 4 is a weighted average price. These shares of Common Stock were sold in multiple transactions at prices ranging from $0.290-0.307, inclusive. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer or the staff of the SEC, upon request, full information regarding the number of shares of Common Stock sold at each separate price within the range.
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(7)
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The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $0.279-0.307, inclusive. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the SEC, upon request, full information regarding the number of shares of Common Stock sold at each separate price within the range.
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(8)
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The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $0.266-0.303, inclusive. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the SEC, upon request, full information regarding the number of shares of Common Stock sold at each separate price within the range.
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(9)
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The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $0.223-0.276, inclusive. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the SEC, upon request, full information regarding the number of shares of Common Stock sold at each separate price within the range.
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(10)
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The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $0.247-0.405, inclusive. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the SEC, upon request, full information regarding the number of shares of Common Stock sold at each separate price within the range.
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(11)
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The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $0.255-0.265, inclusive. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the SEC, upon request, full information regarding the number of shares of Common Stock sold at each separate price within the range. Following the sales of shares of Common Stock as reported in this Form 4, Algo no longer holds 10% of the outstanding shares of Common Stock of the Issuer.
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Note: File three copies of this Form, one of which must be manually signed. If space is insufficient,
Instruction 6 for procedure.Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.