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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 | ||||||||
| Stock Option (right to buy) | $ 29.85 (1) | 02/28/2024 | D | 5,000 | 08/29/2023 | 08/29/2029 | Common Stock | 5,000 (1) | (2) | 0 | D | ||||
| Stock Option (right to buy) | $ 39.9 (3) | 02/28/2024 | D | 55,634 | 02/12/2023 | 02/12/2031 | Common Stock | 55,634 (3) | (2) | 0 | D | ||||
| Stock Option (right to buy) | $ 22.8 (4) | 02/28/2024 | D | 38,340 | (5) | 03/05/2031 | Common Stock | 38,340 (4) | (2) | 0 | D | ||||
| Stock Option (right to buy) | $ 9.45 (6) | 02/28/2024 | D | 90,334 | (7) | 12/03/2031 | Common Stock | 90,334 (6) | (2) | 0 | D | ||||
| Stock Option (right to buy) | $ 3.15 | 02/28/2024 | D | 85,000 | (8) | 02/01/2033 | Common Stock | 85,000 | (2) | 0 | D | ||||
| Stock Option (right to buy) | $ 1.55 | 02/28/2024 | A | 5,000 | (9) | 08/29/2029 | Common Stock | 5,000 | (2) | 5,000 | D | ||||
| Stock Option (right to buy) | $ 1.55 | 02/28/2024 | A | 55,634 | (9) | 02/12/2031 | Common Stock | 55,634 | (2) | 55,634 | D | ||||
| Stock Option (right to buy) | $ 1.55 | 02/28/2024 | A | 38,340 | (9) | 03/05/2031 | Common Stock | 38,340 | (2) | 38,340 | D | ||||
| Stock Option (right to buy) | $ 1.55 | 02/28/2024 | A | 90,334 | (9) | 12/03/2031 | Common Stock | 90,334 | (2) | 90,334 | D | ||||
| Stock Option (right to buy) | $ 1.55 | 02/28/2024 | A | 85,000 | (9) | 02/01/2033 | Common Stock | 85,000 | (2) | 85,000 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| Gorgas Gregory D. 505 LOMAS SANTA FE, SUITE 160 SOLANA BEACH, CA 92075 |
X | Pres, CEO, CFO, Treas & Sec | ||
| /s/ Gregory D. Gorgas | 03/01/2024 | |
| **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) | This option was granted on August 29, 2019 and was previously reported as covering 75,000 shares at an exercise price of $1.99 per share, but was adjusted to reflect a 1-for-15 reverse stock split that occurred on August 10, 2022. |
| (2) | The Reporting Person agreed to certain amendments of their outstanding stock option pursuant to the terms of a repricing and revesting offer approved by the Issuer's Compensation Committee of the Board of Directors (the "Offer") relating to a one-time offer by the Issuer to reprice and adjust the vesting of certain Eligible Options (as defined in the Offer). |
| (3) | This option was granted on February 12, 2021 and was previously reported as covering 834,500 shares at an exercise price of $2.66 per share, but was adjusted to reflect a 1-for-15 reverse stock split that occurred on August 10, 2022. |
| (4) | This option was granted on March 5, 2021 and was previously reported as covering 575,100 shares at an exercise price of $1.52 per share, but was adjusted to reflect a 1-for-15 reverse stock split that occurred on August 10, 2022. |
| (5) | Subject to the Reporting Person continuing to be a Service Provider (as such term is defined in the Issuer's 2018 Equity Incentive Plan (the "Plan")) through each such applicable vesting date, twenty five percent (25%) of the shares subject to the option shall vest on the one (1) year anniversary of the Vesting Commencement Date, and one forty-eighth (1/48th) of the shares subject to the option shall vest each month thereafter on the same day of the month as the Vesting Commencement Date (and if there is no corresponding day, on the last day of the month), such that the option shall be fully vested on the four (4) year anniversary of the Vesting Commencement Date. "Vesting Commencement Date" shall mean March 5, 2021. |
| (6) | This option was granted on December 3, 2021 and was previously reported as covering 1,355,000 shares at an exercise price of $0.63 per share, but was adjusted to reflect a 1-for-15 reverse stock split that occurred on August 10, 2022. |
| (7) | Subject to the Reporting Person continuing to be a Service Provider (as such term is defined in the Issuer's Plan) through each such applicable vesting date, twenty five percent (25%) of the shares subject to the option shall vest on the one (1) year anniversary of the Vesting Commencement Date, and one forty-eighth (1/48th) of the shares subject to the option shall vest each month thereafter on the same day of the month as the Vesting Commencement Date (and if there is no corresponding day, on the last day of the month), such that the option shall be fully vested on the four (4) year anniversary of the Vesting Commencement Date. "Vesting Commencement Date" shall mean December 3, 2021. |
| (8) | Subject to the Reporting Person continuing to be a Service Provider (as such term is defined in the Issuer's Plan) through each such applicable vesting date, twenty five percent (25%) of the shares subject to the option shall vest on the one (1) year anniversary of the Vesting Commencement Date, and one forty-eighth (1/48th) of the shares subject to the option shall vest each month thereafter on the same day of the month as the Vesting Commencement Date (and if there is no corresponding day, on the last day of the month), such that the option shall be fully vested on the four (4) year anniversary of the Vesting Commencement Date. "Vesting Commencement Date" shall mean February 1, 2023. |
| (9) | Pursuant to the Offer, and subject to the Reporting Person continuing to be a Service Provider (as such term is defined in the Issuer's Plan) through each such applicable vesting date, one third (1/3rd) of the shares subject to the option shall vest on the first anniversary of the Amendment Date, and one thirty-sixth (1/36th) of the shares subject to the option shall vest each month thereafter on the same day of the month as the Amendment Date (or, if there is no such day, the last day of the month). "Amendment Date" shall mean February 28, 2024. |