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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 | ||||||||
| Warrants to Purchase Common Stock | $ 6.43 | 06/05/2024 | P(1) | 19,252 | 06/05/2024 | 06/05/2029 | Common Stock | 19,252 | $ 0.0625 | 19,252 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| Goldberger Daniel S 200 FORGE WAY, SUITE 205 ROCKAWAY, NJ 07866 |
X | Chief Executive Officer | ||
| /s/ John L. Cleary, II, attorney-in-fact | 06/06/2024 | |
| **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 June 5, 2024, pursuant to a private placement offering by the Issuer, the Reporting Person acquired 38,505 Units, each Unit consisting of (i) one share of the Issuer's Common Stock and (ii) one Warrant to purchase one-half share of the Issuer's Common Stock. The combined purchase price in the Offering was $6.4925 per Unit, inclusive of $6.43 per share of Common Stock and $0.0625 per Warrant. Each Warrant entitles the holder thereof to purchase one half of a share of Common Stock, is immediately exercisable from the date of issuance at an exercise price of $6.43 per share, and expires five years after issuance. |
| (2) | Includes an additional previously issued 75,000 shares issuable pursuant to Restricted Stock Units that will potentially vest in one-third increments on each of January 16, 2025, January 16, 2026, and January 16, 2027. All such unvested shares were previously reported on a Form 4 filing at the time of grant. |
| (3) | Includes an additional previously issued 50,000 shares issuable pursuant to Restricted Stock Units that will potentially vest in one-third increments on each of August 4, 2024, August 4, 2025, and August 4, 2026. All such unvested shares were previously reported on a Form 4 filing at the time of grant. |