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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, Section 17(a) of the Public Utility Holding Company Act of 1935 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 | ||||||||
| Subscription Rights (right to buy) | $ 1.5624 | 09/22/2020(1) | X(2) | 1,600 | 08/18/2020 | 09/18/2020 | Units consisting of Common Stock and Series A Warrants (2) | (2) | $ 0 | 0 | I | See Footnote (3) | |||
| Series A Warrant (right to buy) (5) | $ 2.5668 (5) | 09/22/2020(1) | X(2) | 1,600 (5) | 09/22/2020 | 08/01/2025 | Common Stock | 714 | (2) | 1,600 | I | See Footnote (3) | |||
| Series A Warrant (right to buy) (5) | $ 2.5668 (5) | 07/22/2022(1) | M(4) | 1,600 (5) | 09/22/2020 | 08/01/2025 | Common Stock | 714 | (6) | 0 | I | See Footnote (3) | |||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| PFORZHEIMER CARL H II 726 BELL AVENUE SUITE 301 CARNEGIE, PA 15106 |
X | |||
| /s/ Kimberly P. Knox, attorney-in-fact | 05/24/2023 | |
| **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) | This Form 4 is being filed to include the acquisition of shares of common stock and Series A Warrants that had been inadvertently omitted. |
| (2) | Represents the conversion of a subscription right issued by the Issuer as part of a rights offering that closed on September 22, 2020 (the "Rights Offering"). Each subscription right was exercisable for units that consisted of (i) 0.4464 shares of common stock and (ii) a Series A warrant exercisable to acquire 0.4464 shares of common stock at an exercise price of $2.5668 (or $5.75 per whole share of common stock under the Series A warrants). The subscription price of each unit was $1.5624 per unit (or $3.50 per whole share of common stock and Series A warrants to purchase a whole share of common stock). The securities issued upon conversion of the subscription rights are exempted from Section 16(b) pursuant to Rule 16b-3. |
| (3) | Shares are held equally between two different trusts, including half of the shares that are held by a trust of which Reporting Person is a trustee and principal beneficiary and the other half are held by a trust of which Reporting Person is a trustee in which he disclaims beneficial ownership. |
| (4) | Represents the conversion of Series A warrants issued by the Issuer as part of the Rights Offering, converted at the temporarily discounted price of $1.7856 per Series A warrant (or $4.00 per whole share of the Issuer's common stock). Beginning May 31, 2022 and expiring at 11:59 p.m. Eastern Time on July 15, 2022, the Issuer through an offer to exercise offered holders of the Issuer's outstanding Series A warrants the opportunity to exercise their Series A warrants at the temporarily reduced exercise price of $1.7856 per Series A warrant (or $4.00 per whole share of the Corporation's common stock). |
| (5) | Other than between May 31, 2022 and before 11:59 p.m. Eastern Time on July 15, 2022, when each Series A warrant represented the right to purchase 0.4464 shares of common stock at a temporarily reduced exercise price of $1.7856 per each Series A warrant, each Series A warrant represents the right to purchase 0.4464 shares of common stock at an exercise price of $2.5668 per series A warrant (or $5.75 per whole share of the Issuer's common stock). The Series A warrants are exercisable only for whole numbers of shares of Common Stock. |
| (6) | Series A warrants were issued on September 22, 2020 upon the conversion of a subscription right issued by the Issuer as part of a rights offering. Each subscription right was exercisable for units that consisted of (i) 0.4464 shares of common stock and (ii) a Series A warrant exercisable to acquire 0.4464 shares of common stock at an exercise price of $2.5668 (or $5.75 per whole share of common stock under the Series A warrants). The subscription price of each unit was $1.5624 per unit (or $3.50 per whole share of common stock and Series A warrants to purchase a whole share of common stock). The securities issued upon conversion of the subscription rights are exempted from Section 16(b) pursuant to Rule 16b-3. |