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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 | ||||||||
| Restricted Stock Units (6) | (6) | 05/28/2024 | M | 2,735 | (5) | (5) | Common Stock | 2,735 | (6) | 0 | D | ||||
| Restricted Stock Units (7) | (7) | 05/28/2024 | M | 1,555 | (5) | (5) | Common Stock | 1,555 | (7) | 0 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| Jones Mitchell Lawrence 7750 EL CAMINO REAL, SUITE 2A CARLSBAD,, CA 92009 |
Chief Medical Officer | |||
| /s/ Mitchell Jones | 05/30/2024 | |
| **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) | Represents the issuance of common stock upon the vesting and settlement of outstanding restricted stock units for the restricted stock units granted on September 5, 2023. |
| (2) | Represents shares withheld to cover tax withholding obligations in connection with the vesting and settlement of the restricted stock units referenced in footnote 1. |
| (3) | Represents the issuance of common stock upon the vesting and settlement of outstanding restricted stock units for the restricted stock units granted on November 21, 2023. |
| (4) | Represents shares withheld to cover tax withholding obligations in connection with the vesting and settlement of the restricted stock units referenced in footnote 3. |
| (5) | Each restricted stock unit represents the right to receive, at settlement, one share of common stock. |
| (6) | This restricted stock unit was granted on September 5, 2023, and all remaining 2,735 restricted stock units subject to the award were accelerated and vested on May 28, 2024 by the Compensation Committee of the Issuer. |
| (7) | This restricted stock unit was granted on November 21 2024, and all remaining 1,555 restricted stock units subject to the award were accelerated and vested on May 28, 2024 by the Compensation Committee of the Issuer. |