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Nasdaq · USD

KITT

Nauticus Robotics, Inc.

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Tapewire entity
8200
SEC CIK
0001849820
Parsed reports
140

Last 12 months

Inside the activity.

1 purchase rows · 11 sale rows

Disclosed non-derivative P/S rows, by transaction month. Includes amendments and private transactions.
Monthly counts
MonthPurchasesSales
Nov 202512
Dec 202506
Jan 202600
Feb 202601
Mar 202600
Apr 202600
May 202600
Jun 202602
Jul 202600
Aug 202600
Sep 202600
Oct 202600

Latest available

Insider transactions

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Purchases/sales include open-market and private transactions. Plan disclosure applies to the filing; individual rows may differ. “Not disclosed” is not “unplanned.”

The cutoff filters transaction history only. Company summaries and owner relationships show the latest available disclosures. Parser corrections can improve historical records.

Transaction dateOwner / reported roleActivity / securityShares / unitsReported priceReported valueDetails
January 31, 2024 Filed Feb 25, 2025 21:37 UTC
Sharkawy AdamDirector · 10% owner
Disposition to issuerOld Private Warrants · Derivative 408,160 Not disclosed Strike: $20.00 Not disclosed
Disclosure

SEC source: 0000950170-25-026774 · ownership.xml · derivative · entry 11

Sharkawy Adam · CIK 0001945167 · Director · 10% owner

10b5-1 filing: No plan indicated

Ownership: Indirect · By Material Impact Fund II, L.P.

Disclosed balance after: 0

Underlying: Common Stock · 408,160 shares

Expires 2032-09-09

F10 · shares: On January 31, 2024, the Issuer, MIF II and certain other parties entered into the Nauticus Second Lien Restructuring Agreement, pursuant to which, among other things, provided for (a) a voluntary adjustment of the exercise price of the Old Private Warrants to $0.0001 per share, on a pre-Reverse Stock Split basis, and (b) the waiver of certain anti-dilution provisions by the holders of the Old Private Warrants (collectively, the "Warrant Adjustments"). The Warrant Adjustments are reported herein as the disposition of the Old Private Warrants and the acquisition of "new" warrants (the "New Private Warrants"). MIF II did not actually dispose of the Old Private Warrants or securities underlying the Old Private Warrants nor did MIF II actually acquire the New Private Warrants or securities underlying the New Private Warrants.

F11 · shares: (Continued from footnote 10)The disposition or deemed disposition of the Old Private Warrants and any shares of Common Stock that may been be acquired upon the exercise of such securities and the acquisition or deemed acquisition of the New Private Warrants and any shares of Common Stock that may be acquired upon exercise of such securities were exempted from Section 16(b) of the Act pursuant to Rule 16b-3 thereunder.

F8 · price: As previously reported on a Form 4 dated September 13, 2022, the Issuer entered into a securities purchase agreement dated December 16, 2021 with MIF II and certain other parties (the "2021 SPA"). Pursuant to the 2021 SPA, MIF II purchased debentures that were initially convertible into 408,160 shares of Common Stock, on a pre-Reverse Stock Split Basis (the "2021 Debentures"), and warrants to purchase 408,160 shares of Common Stock, on a pre-Reverse Stock Split Basis (the "Old Private Warrants"). The acquisition of such securities and any shares of Common Stock that may be acquired upon conversion of such securities were exempted from Section 16(b) of the Act pursuant to Rule 16b-3 thereunder.

F2 · ownership.direct: Securities held by MIF II. Material Impact Partners II, LLC ("MIP II") is the general partner of MIF II and may be deemed to have voting and investment power with respect to the securities held by MIF II. The Reporting Person, a member of the Issuer's board of directors, and Carmichael Roberts are the managing members of MIP II and may be deemed to share voting and investment power with respect to the securities held by MIF II. For purposes of Section 16 of the Act, each of MIF II, MIP II, Mr. Roberts and the Reporting Person disclaims beneficial ownership of such securities, except to the extent of their respective pecuniary interests therein, and this report shall not be deemed an admission that any of them is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.

Read SEC document
January 30, 2024 Filed Feb 25, 2025 16:22 UTC
Material Impact Partners II, LLCDirector · 10% owner · Director by Deputization
Roberts CarmichaelDirector · 10% owner · Director by Deputization
Material Impact Fund II, L.P.Director · 10% owner · Director by Deputization
Grant2024 Debentures · Derivative 5,102,000 Not disclosed Not disclosed
Disclosure

SEC source: 0000950170-25-026704 · ownership.xml · derivative · entry 10

Material Impact Partners II, LLC · CIK 0002051773 · Director · 10% owner · Director by Deputization

Roberts Carmichael · CIK 0001810913 · Director · 10% owner · Director by Deputization

Material Impact Fund II, L.P. · CIK 0001804648 · Director · 10% owner · Director by Deputization

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: No plan indicated

Ownership: Indirect · By Material Impact Fund II, L.P.

Disclosed balance after: Not disclosed

Underlying: Common Stock · Not disclosed shares

Expires 2026-09-09

F11 · derivative.exercise_price: On January 30, 2024, the Issuer entered into an amendment and exchange agreement with MIF II (the "Exchange Agreement"), pursuant to which MIF II transferred the 2021 Debentures to the Issuer in exchange for new debentures in the aggregate principal amount of $5,102,000 and initially convertible into 1,936,978 shares of Common Stock, on a pre-Reverse Stock Split basis (the "2024 Debentures"). The exchange is reported as a disposition of the 2021 Debentures and an acquisition of the 2024 Debentures. The disposition or deemed disposition of the 2021 Debentures and any shares of Common Stock that may have been be acquired upon conversion of such securities and the acquisition or deemed acquisition of the 2024 Debentures and any shares of Common Stock that may be acquired upon conversion of such securities were exempted from Section 16(b) of the Act pursuant to Rule 16b-3 thereunder.

F11 · shares: On January 30, 2024, the Issuer entered into an amendment and exchange agreement with MIF II (the "Exchange Agreement"), pursuant to which MIF II transferred the 2021 Debentures to the Issuer in exchange for new debentures in the aggregate principal amount of $5,102,000 and initially convertible into 1,936,978 shares of Common Stock, on a pre-Reverse Stock Split basis (the "2024 Debentures"). The exchange is reported as a disposition of the 2021 Debentures and an acquisition of the 2024 Debentures. The disposition or deemed disposition of the 2021 Debentures and any shares of Common Stock that may have been be acquired upon conversion of such securities and the acquisition or deemed acquisition of the 2024 Debentures and any shares of Common Stock that may be acquired upon conversion of such securities were exempted from Section 16(b) of the Act pursuant to Rule 16b-3 thereunder.

F11 · price: On January 30, 2024, the Issuer entered into an amendment and exchange agreement with MIF II (the "Exchange Agreement"), pursuant to which MIF II transferred the 2021 Debentures to the Issuer in exchange for new debentures in the aggregate principal amount of $5,102,000 and initially convertible into 1,936,978 shares of Common Stock, on a pre-Reverse Stock Split basis (the "2024 Debentures"). The exchange is reported as a disposition of the 2021 Debentures and an acquisition of the 2024 Debentures. The disposition or deemed disposition of the 2021 Debentures and any shares of Common Stock that may have been be acquired upon conversion of such securities and the acquisition or deemed acquisition of the 2024 Debentures and any shares of Common Stock that may be acquired upon conversion of such securities were exempted from Section 16(b) of the Act pursuant to Rule 16b-3 thereunder.

F11 · derivative.underlying_shares: On January 30, 2024, the Issuer entered into an amendment and exchange agreement with MIF II (the "Exchange Agreement"), pursuant to which MIF II transferred the 2021 Debentures to the Issuer in exchange for new debentures in the aggregate principal amount of $5,102,000 and initially convertible into 1,936,978 shares of Common Stock, on a pre-Reverse Stock Split basis (the "2024 Debentures"). The exchange is reported as a disposition of the 2021 Debentures and an acquisition of the 2024 Debentures. The disposition or deemed disposition of the 2021 Debentures and any shares of Common Stock that may have been be acquired upon conversion of such securities and the acquisition or deemed acquisition of the 2024 Debentures and any shares of Common Stock that may be acquired upon conversion of such securities were exempted from Section 16(b) of the Act pursuant to Rule 16b-3 thereunder.

F2 · ownership.direct: Securities held by Material Impact Fund II, L.P. ("MIF II"). Material Impact Partners II, LLC ("MIP II") is the general partner of MIF II and may be deemed to have voting and investment power with respect to the securities held by MIF II. Adam Sharkawy, a member of the Issuer's board of directors, and Carmichael Roberts are the managing members of MIP II and may be deemed to share voting and investment power with respect to the securities held by MIF II. For purposes of Section 16 of the Securities Exchange Act of 1934, as amended (the "Act"), each of MIF II, MIP II, Mr. Sharkawy and Mr. Roberts disclaims beneficial ownership of such securities, except to the extent of their respective pecuniary interests therein, and this report shall not be deemed an admission that any of them is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.

Read SEC document
January 30, 2024 Filed Feb 25, 2025 16:22 UTC
Material Impact Partners II, LLCDirector · 10% owner · Director by Deputization
Roberts CarmichaelDirector · 10% owner · Director by Deputization
Material Impact Fund II, L.P.Director · 10% owner · Director by Deputization
Disposition to issuer2021 Debentures · Derivative 5,102,000 Not disclosed Not disclosed
Disclosure

SEC source: 0000950170-25-026704 · ownership.xml · derivative · entry 9

Material Impact Partners II, LLC · CIK 0002051773 · Director · 10% owner · Director by Deputization

Roberts Carmichael · CIK 0001810913 · Director · 10% owner · Director by Deputization

Material Impact Fund II, L.P. · CIK 0001804648 · Director · 10% owner · Director by Deputization

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: No plan indicated

Ownership: Indirect · By Material Impact Fund II, L.P.

Disclosed balance after: 0

Underlying: Common Stock · Not disclosed shares

Expires 2026-09-09

F5 · derivative.exercise_price: Pursuant to the 2021 SPA, MIF II purchased debentures that were initially convertible into 408,160 shares of Common Stock, on a pre-Reverse Stock Split Basis (the "2021 Debentures"), and warrants to purchase 408,160 shares of Common Stock, on a pre-Reverse Stock Split Basis (the "Old Private Warrants"). The acquisition of such securities and any shares of Common Stock that may be acquired upon conversion of such securities were exempted from Section 16(b) of the Act pursuant to Rule 16b-3 thereunder.

F11 · shares: On January 30, 2024, the Issuer entered into an amendment and exchange agreement with MIF II (the "Exchange Agreement"), pursuant to which MIF II transferred the 2021 Debentures to the Issuer in exchange for new debentures in the aggregate principal amount of $5,102,000 and initially convertible into 1,936,978 shares of Common Stock, on a pre-Reverse Stock Split basis (the "2024 Debentures"). The exchange is reported as a disposition of the 2021 Debentures and an acquisition of the 2024 Debentures. The disposition or deemed disposition of the 2021 Debentures and any shares of Common Stock that may have been be acquired upon conversion of such securities and the acquisition or deemed acquisition of the 2024 Debentures and any shares of Common Stock that may be acquired upon conversion of such securities were exempted from Section 16(b) of the Act pursuant to Rule 16b-3 thereunder.

F5 · price: Pursuant to the 2021 SPA, MIF II purchased debentures that were initially convertible into 408,160 shares of Common Stock, on a pre-Reverse Stock Split Basis (the "2021 Debentures"), and warrants to purchase 408,160 shares of Common Stock, on a pre-Reverse Stock Split Basis (the "Old Private Warrants"). The acquisition of such securities and any shares of Common Stock that may be acquired upon conversion of such securities were exempted from Section 16(b) of the Act pursuant to Rule 16b-3 thereunder.

F5 · derivative.underlying_shares: Pursuant to the 2021 SPA, MIF II purchased debentures that were initially convertible into 408,160 shares of Common Stock, on a pre-Reverse Stock Split Basis (the "2021 Debentures"), and warrants to purchase 408,160 shares of Common Stock, on a pre-Reverse Stock Split Basis (the "Old Private Warrants"). The acquisition of such securities and any shares of Common Stock that may be acquired upon conversion of such securities were exempted from Section 16(b) of the Act pursuant to Rule 16b-3 thereunder.

F2 · ownership.direct: Securities held by Material Impact Fund II, L.P. ("MIF II"). Material Impact Partners II, LLC ("MIP II") is the general partner of MIF II and may be deemed to have voting and investment power with respect to the securities held by MIF II. Adam Sharkawy, a member of the Issuer's board of directors, and Carmichael Roberts are the managing members of MIP II and may be deemed to share voting and investment power with respect to the securities held by MIF II. For purposes of Section 16 of the Securities Exchange Act of 1934, as amended (the "Act"), each of MIF II, MIP II, Mr. Sharkawy and Mr. Roberts disclaims beneficial ownership of such securities, except to the extent of their respective pecuniary interests therein, and this report shall not be deemed an admission that any of them is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.

Read SEC document
January 30, 2024 Filed Feb 25, 2025 16:22 UTC
Material Impact Partners II, LLCDirector · 10% owner · Director by Deputization
Roberts CarmichaelDirector · 10% owner · Director by Deputization
Material Impact Fund II, L.P.Director · 10% owner · Director by Deputization
GrantConvertible Senior Secured Term Loan 2024 · Derivative 2,000,000 $2,000,000.00 $4,000,000,000,000.00
Disclosure

SEC source: 0000950170-25-026704 · ownership.xml · derivative · entry 8

Material Impact Partners II, LLC · CIK 0002051773 · Director · 10% owner · Director by Deputization

Roberts Carmichael · CIK 0001810913 · Director · 10% owner · Director by Deputization

Material Impact Fund II, L.P. · CIK 0001804648 · Director · 10% owner · Director by Deputization

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: No plan indicated

Ownership: Indirect · By Material Impact Fund II, L.P.

Disclosed balance after: Not disclosed

Underlying: Common Stock · Not disclosed shares

Expires 2027-01-30

F10 · derivative.exercise_price: On January 30, 2024, the Issuer entered into a new convertible senior secured term loan agreement (as amended, the "2024 Agreement") with MIF II and certain other parties. Loans under the 2024 Agreement bear interest at 15% per annum and are convertible into Common Stock at an initial conversion price of $0.4582 per share of Common Stock, on a pre-Reverse Stock Split basis, subject to certain customary anti-dilution adjustments. Pursuant to the 2024 Agreement, on January 30, 2024, the Issuer acquired convertible loans in an aggregate principal amount of $2,000,000 from MIF II (the "2024 Loan"). The acquisition of such securities and any shares of Common Stock that may be acquired upon conversion of such securities were exempted from Section 16(b) of the Act pursuant to Rule 16b-3 thereunder.

F10 · shares: On January 30, 2024, the Issuer entered into a new convertible senior secured term loan agreement (as amended, the "2024 Agreement") with MIF II and certain other parties. Loans under the 2024 Agreement bear interest at 15% per annum and are convertible into Common Stock at an initial conversion price of $0.4582 per share of Common Stock, on a pre-Reverse Stock Split basis, subject to certain customary anti-dilution adjustments. Pursuant to the 2024 Agreement, on January 30, 2024, the Issuer acquired convertible loans in an aggregate principal amount of $2,000,000 from MIF II (the "2024 Loan"). The acquisition of such securities and any shares of Common Stock that may be acquired upon conversion of such securities were exempted from Section 16(b) of the Act pursuant to Rule 16b-3 thereunder.

F10 · derivative.underlying_shares: On January 30, 2024, the Issuer entered into a new convertible senior secured term loan agreement (as amended, the "2024 Agreement") with MIF II and certain other parties. Loans under the 2024 Agreement bear interest at 15% per annum and are convertible into Common Stock at an initial conversion price of $0.4582 per share of Common Stock, on a pre-Reverse Stock Split basis, subject to certain customary anti-dilution adjustments. Pursuant to the 2024 Agreement, on January 30, 2024, the Issuer acquired convertible loans in an aggregate principal amount of $2,000,000 from MIF II (the "2024 Loan"). The acquisition of such securities and any shares of Common Stock that may be acquired upon conversion of such securities were exempted from Section 16(b) of the Act pursuant to Rule 16b-3 thereunder.

F2 · ownership.direct: Securities held by Material Impact Fund II, L.P. ("MIF II"). Material Impact Partners II, LLC ("MIP II") is the general partner of MIF II and may be deemed to have voting and investment power with respect to the securities held by MIF II. Adam Sharkawy, a member of the Issuer's board of directors, and Carmichael Roberts are the managing members of MIP II and may be deemed to share voting and investment power with respect to the securities held by MIF II. For purposes of Section 16 of the Securities Exchange Act of 1934, as amended (the "Act"), each of MIF II, MIP II, Mr. Sharkawy and Mr. Roberts disclaims beneficial ownership of such securities, except to the extent of their respective pecuniary interests therein, and this report shall not be deemed an admission that any of them is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.

Read SEC document
January 30, 2024 Filed Feb 25, 2025 16:22 UTC
Material Impact Partners II, LLCDirector · 10% owner · Director by Deputization
Roberts CarmichaelDirector · 10% owner · Director by Deputization
Material Impact Fund II, L.P.Director · 10% owner · Director by Deputization
GrantConvertible Senior Secured Term Loan 2023 · Derivative 1,000,000 $1,000,000.00 $1,000,000,000,000.00
Disclosure

SEC source: 0000950170-25-026704 · ownership.xml · derivative · entry 7

Material Impact Partners II, LLC · CIK 0002051773 · Director · 10% owner · Director by Deputization

Roberts Carmichael · CIK 0001810913 · Director · 10% owner · Director by Deputization

Material Impact Fund II, L.P. · CIK 0001804648 · Director · 10% owner · Director by Deputization

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: No plan indicated

Ownership: Indirect · By Material Impact Fund II, L.P.

Disclosed balance after: Not disclosed

Underlying: Common Stock · Not disclosed shares

Expires 2026-09-18

F9 · derivative.exercise_price: Pursuant to the 2023 Agreement, on January 30, 2024, the Issuer acquired convertible loans in an aggregate principal amount of $1,000,000 from MIF II (the "January Term Loan 2023" and collectively, with the September Term Loan 2023, the "2023 Loans"). The acquisition of such securities and any shares of Common Stock that may be acquired upon conversion of such securities were exempted from Section 16(b) of the Act pursuant to Rule 16b-3 thereunder.

F9 · shares: Pursuant to the 2023 Agreement, on January 30, 2024, the Issuer acquired convertible loans in an aggregate principal amount of $1,000,000 from MIF II (the "January Term Loan 2023" and collectively, with the September Term Loan 2023, the "2023 Loans"). The acquisition of such securities and any shares of Common Stock that may be acquired upon conversion of such securities were exempted from Section 16(b) of the Act pursuant to Rule 16b-3 thereunder.

F8 · derivative.underlying_shares: On September 18, 2023, the Issuer entered into a convertible senior secured term loan agreement (as amended, the "2023 Agreement") with MIF II and certain other parties. Loans under the 2023 Agreement bear interest at 12.50% per annum and are convertible into Common Stock at an initial conversion price of $6.00 per share of Common Stock, on a pre-Reverse Stock Split basis, subject to certain customary anti-dilution adjustments. Pursuant to the 2023 Agreement, on September 18, 2023, the Issuer acquired convertible loans in an aggregate principal amount of $1,000,000 from MIF II (the "September Term Loan 2023"). The acquisition of such securities and any shares of Common Stock that may be acquired upon conversion of such securities were exempted from Section 16(b) of the Act pursuant to Rule 16b-3 thereunder.

F9 · derivative.underlying_shares: Pursuant to the 2023 Agreement, on January 30, 2024, the Issuer acquired convertible loans in an aggregate principal amount of $1,000,000 from MIF II (the "January Term Loan 2023" and collectively, with the September Term Loan 2023, the "2023 Loans"). The acquisition of such securities and any shares of Common Stock that may be acquired upon conversion of such securities were exempted from Section 16(b) of the Act pursuant to Rule 16b-3 thereunder.

F2 · ownership.direct: Securities held by Material Impact Fund II, L.P. ("MIF II"). Material Impact Partners II, LLC ("MIP II") is the general partner of MIF II and may be deemed to have voting and investment power with respect to the securities held by MIF II. Adam Sharkawy, a member of the Issuer's board of directors, and Carmichael Roberts are the managing members of MIP II and may be deemed to share voting and investment power with respect to the securities held by MIF II. For purposes of Section 16 of the Securities Exchange Act of 1934, as amended (the "Act"), each of MIF II, MIP II, Mr. Sharkawy and Mr. Roberts disclaims beneficial ownership of such securities, except to the extent of their respective pecuniary interests therein, and this report shall not be deemed an admission that any of them is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.

Read SEC document
January 30, 2024 Filed Feb 25, 2025 21:37 UTC
Sharkawy AdamDirector · 10% owner
Grant2024 Debentures · Derivative Not disclosed Not disclosed $5,102,000.00
Disclosure

SEC source: 0000950170-25-026774 · ownership.xml · derivative · entry 10

Sharkawy Adam · CIK 0001945167 · Director · 10% owner

10b5-1 filing: No plan indicated

Ownership: Indirect · By Material Impact Fund II, L.P.

Disclosed balance after: Not disclosed

Underlying: Common Stock · Not disclosed shares

Expires 2026-09-09

F9 · derivative.exercise_price: On January 30, 2024, the Issuer entered into an amendment and exchange agreement with MIF II (the "Exchange Agreement"), pursuant to which MIF II transferred the 2021 Debentures to the Issuer in exchange for new debentures in the aggregate principal amount of $5,102,000 and initially convertible into 1,936,978 shares of Common Stock, on a pre-Reverse Stock Split basis (the "2024 Debentures"). The exchange is reported as a disposition of the 2021 Debentures and an acquisition of the 2024 Debentures. The disposition or deemed disposition of the 2021 Debentures and any shares of Common Stock that may have been be acquired upon conversion of such securities and the acquisition or deemed acquisition of the 2024 Debentures and any shares of Common Stock that may be acquired upon conversion of such securities were exempted from Section 16(b) of the Act pursuant to Rule 16b-3 thereunder.

F9 · reported_value: On January 30, 2024, the Issuer entered into an amendment and exchange agreement with MIF II (the "Exchange Agreement"), pursuant to which MIF II transferred the 2021 Debentures to the Issuer in exchange for new debentures in the aggregate principal amount of $5,102,000 and initially convertible into 1,936,978 shares of Common Stock, on a pre-Reverse Stock Split basis (the "2024 Debentures"). The exchange is reported as a disposition of the 2021 Debentures and an acquisition of the 2024 Debentures. The disposition or deemed disposition of the 2021 Debentures and any shares of Common Stock that may have been be acquired upon conversion of such securities and the acquisition or deemed acquisition of the 2024 Debentures and any shares of Common Stock that may be acquired upon conversion of such securities were exempted from Section 16(b) of the Act pursuant to Rule 16b-3 thereunder.

F9 · price: On January 30, 2024, the Issuer entered into an amendment and exchange agreement with MIF II (the "Exchange Agreement"), pursuant to which MIF II transferred the 2021 Debentures to the Issuer in exchange for new debentures in the aggregate principal amount of $5,102,000 and initially convertible into 1,936,978 shares of Common Stock, on a pre-Reverse Stock Split basis (the "2024 Debentures"). The exchange is reported as a disposition of the 2021 Debentures and an acquisition of the 2024 Debentures. The disposition or deemed disposition of the 2021 Debentures and any shares of Common Stock that may have been be acquired upon conversion of such securities and the acquisition or deemed acquisition of the 2024 Debentures and any shares of Common Stock that may be acquired upon conversion of such securities were exempted from Section 16(b) of the Act pursuant to Rule 16b-3 thereunder.

F9 · derivative.underlying_shares: On January 30, 2024, the Issuer entered into an amendment and exchange agreement with MIF II (the "Exchange Agreement"), pursuant to which MIF II transferred the 2021 Debentures to the Issuer in exchange for new debentures in the aggregate principal amount of $5,102,000 and initially convertible into 1,936,978 shares of Common Stock, on a pre-Reverse Stock Split basis (the "2024 Debentures"). The exchange is reported as a disposition of the 2021 Debentures and an acquisition of the 2024 Debentures. The disposition or deemed disposition of the 2021 Debentures and any shares of Common Stock that may have been be acquired upon conversion of such securities and the acquisition or deemed acquisition of the 2024 Debentures and any shares of Common Stock that may be acquired upon conversion of such securities were exempted from Section 16(b) of the Act pursuant to Rule 16b-3 thereunder.

F2 · ownership.direct: Securities held by MIF II. Material Impact Partners II, LLC ("MIP II") is the general partner of MIF II and may be deemed to have voting and investment power with respect to the securities held by MIF II. The Reporting Person, a member of the Issuer's board of directors, and Carmichael Roberts are the managing members of MIP II and may be deemed to share voting and investment power with respect to the securities held by MIF II. For purposes of Section 16 of the Act, each of MIF II, MIP II, Mr. Roberts and the Reporting Person disclaims beneficial ownership of such securities, except to the extent of their respective pecuniary interests therein, and this report shall not be deemed an admission that any of them is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.

Read SEC document
January 30, 2024 Filed Feb 25, 2025 21:37 UTC
Sharkawy AdamDirector · 10% owner
Disposition to issuer2021 Debentures · Derivative Not disclosed Not disclosed $5,102,000.00
Disclosure

SEC source: 0000950170-25-026774 · ownership.xml · derivative · entry 9

Sharkawy Adam · CIK 0001945167 · Director · 10% owner

10b5-1 filing: No plan indicated

Ownership: Indirect · By Material Impact Fund II, L.P.

Disclosed balance after: 0

Underlying: Common Stock · Not disclosed shares

Expires 2026-09-09

F8 · derivative.exercise_price: As previously reported on a Form 4 dated September 13, 2022, the Issuer entered into a securities purchase agreement dated December 16, 2021 with MIF II and certain other parties (the "2021 SPA"). Pursuant to the 2021 SPA, MIF II purchased debentures that were initially convertible into 408,160 shares of Common Stock, on a pre-Reverse Stock Split Basis (the "2021 Debentures"), and warrants to purchase 408,160 shares of Common Stock, on a pre-Reverse Stock Split Basis (the "Old Private Warrants"). The acquisition of such securities and any shares of Common Stock that may be acquired upon conversion of such securities were exempted from Section 16(b) of the Act pursuant to Rule 16b-3 thereunder.

F9 · reported_value: On January 30, 2024, the Issuer entered into an amendment and exchange agreement with MIF II (the "Exchange Agreement"), pursuant to which MIF II transferred the 2021 Debentures to the Issuer in exchange for new debentures in the aggregate principal amount of $5,102,000 and initially convertible into 1,936,978 shares of Common Stock, on a pre-Reverse Stock Split basis (the "2024 Debentures"). The exchange is reported as a disposition of the 2021 Debentures and an acquisition of the 2024 Debentures. The disposition or deemed disposition of the 2021 Debentures and any shares of Common Stock that may have been be acquired upon conversion of such securities and the acquisition or deemed acquisition of the 2024 Debentures and any shares of Common Stock that may be acquired upon conversion of such securities were exempted from Section 16(b) of the Act pursuant to Rule 16b-3 thereunder.

F8 · price: As previously reported on a Form 4 dated September 13, 2022, the Issuer entered into a securities purchase agreement dated December 16, 2021 with MIF II and certain other parties (the "2021 SPA"). Pursuant to the 2021 SPA, MIF II purchased debentures that were initially convertible into 408,160 shares of Common Stock, on a pre-Reverse Stock Split Basis (the "2021 Debentures"), and warrants to purchase 408,160 shares of Common Stock, on a pre-Reverse Stock Split Basis (the "Old Private Warrants"). The acquisition of such securities and any shares of Common Stock that may be acquired upon conversion of such securities were exempted from Section 16(b) of the Act pursuant to Rule 16b-3 thereunder.

F8 · derivative.underlying_shares: As previously reported on a Form 4 dated September 13, 2022, the Issuer entered into a securities purchase agreement dated December 16, 2021 with MIF II and certain other parties (the "2021 SPA"). Pursuant to the 2021 SPA, MIF II purchased debentures that were initially convertible into 408,160 shares of Common Stock, on a pre-Reverse Stock Split Basis (the "2021 Debentures"), and warrants to purchase 408,160 shares of Common Stock, on a pre-Reverse Stock Split Basis (the "Old Private Warrants"). The acquisition of such securities and any shares of Common Stock that may be acquired upon conversion of such securities were exempted from Section 16(b) of the Act pursuant to Rule 16b-3 thereunder.

F2 · ownership.direct: Securities held by MIF II. Material Impact Partners II, LLC ("MIP II") is the general partner of MIF II and may be deemed to have voting and investment power with respect to the securities held by MIF II. The Reporting Person, a member of the Issuer's board of directors, and Carmichael Roberts are the managing members of MIP II and may be deemed to share voting and investment power with respect to the securities held by MIF II. For purposes of Section 16 of the Act, each of MIF II, MIP II, Mr. Roberts and the Reporting Person disclaims beneficial ownership of such securities, except to the extent of their respective pecuniary interests therein, and this report shall not be deemed an admission that any of them is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.

Read SEC document
January 30, 2024 Filed Feb 25, 2025 21:37 UTC
Sharkawy AdamDirector · 10% owner
GrantConvertible Senior Secured Term Loan 2024 · Derivative Not disclosed $2,000,000.00 $2,000,000.00
Disclosure

SEC source: 0000950170-25-026774 · ownership.xml · derivative · entry 8

Sharkawy Adam · CIK 0001945167 · Director · 10% owner

10b5-1 filing: No plan indicated

Ownership: Indirect · By Material Impact Fund II, L.P.

Disclosed balance after: Not disclosed

Underlying: Common Stock · Not disclosed shares

Expires 2027-01-30

F7 · derivative.exercise_price: On January 30, 2024, the Issuer entered into a new convertible senior secured term loan agreement (as amended, the "2024 Agreement") with MIF II and certain other parties. Loans under the 2024 Agreement bear interest at 15% per annum and are convertible into Common Stock at an initial conversion price of $0.4582 per share of Common Stock, on a pre-Reverse Stock Split basis, subject to certain customary anti-dilution adjustments. Pursuant to the 2024 Agreement, on January 30, 2024, the Issuer acquired convertible loans in an aggregate principal amount of $2,000,000 from MIF II (the "2024 Loan"). The acquisition of such securities and any shares of Common Stock that may be acquired upon conversion of such securities were exempted from Section 16(b) of the Act pursuant to Rule 16b-3 thereunder.

F7 · reported_value: On January 30, 2024, the Issuer entered into a new convertible senior secured term loan agreement (as amended, the "2024 Agreement") with MIF II and certain other parties. Loans under the 2024 Agreement bear interest at 15% per annum and are convertible into Common Stock at an initial conversion price of $0.4582 per share of Common Stock, on a pre-Reverse Stock Split basis, subject to certain customary anti-dilution adjustments. Pursuant to the 2024 Agreement, on January 30, 2024, the Issuer acquired convertible loans in an aggregate principal amount of $2,000,000 from MIF II (the "2024 Loan"). The acquisition of such securities and any shares of Common Stock that may be acquired upon conversion of such securities were exempted from Section 16(b) of the Act pursuant to Rule 16b-3 thereunder.

F7 · derivative.underlying_shares: On January 30, 2024, the Issuer entered into a new convertible senior secured term loan agreement (as amended, the "2024 Agreement") with MIF II and certain other parties. Loans under the 2024 Agreement bear interest at 15% per annum and are convertible into Common Stock at an initial conversion price of $0.4582 per share of Common Stock, on a pre-Reverse Stock Split basis, subject to certain customary anti-dilution adjustments. Pursuant to the 2024 Agreement, on January 30, 2024, the Issuer acquired convertible loans in an aggregate principal amount of $2,000,000 from MIF II (the "2024 Loan"). The acquisition of such securities and any shares of Common Stock that may be acquired upon conversion of such securities were exempted from Section 16(b) of the Act pursuant to Rule 16b-3 thereunder.

F2 · ownership.direct: Securities held by MIF II. Material Impact Partners II, LLC ("MIP II") is the general partner of MIF II and may be deemed to have voting and investment power with respect to the securities held by MIF II. The Reporting Person, a member of the Issuer's board of directors, and Carmichael Roberts are the managing members of MIP II and may be deemed to share voting and investment power with respect to the securities held by MIF II. For purposes of Section 16 of the Act, each of MIF II, MIP II, Mr. Roberts and the Reporting Person disclaims beneficial ownership of such securities, except to the extent of their respective pecuniary interests therein, and this report shall not be deemed an admission that any of them is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.

Read SEC document
January 30, 2024 Filed Feb 25, 2025 21:37 UTC
Sharkawy AdamDirector · 10% owner
GrantConvertible Senior Secured Term Loan 2023 · Derivative Not disclosed $1,000,000.00 $1,000,000.00
Disclosure

SEC source: 0000950170-25-026774 · ownership.xml · derivative · entry 7

Sharkawy Adam · CIK 0001945167 · Director · 10% owner

10b5-1 filing: No plan indicated

Ownership: Indirect · By Material Impact Fund II, L.P.

Disclosed balance after: Not disclosed

Underlying: Common Stock · Not disclosed shares

Expires 2026-09-18

F6 · derivative.exercise_price: Pursuant to the 2023 Agreement, on January 30, 2024, the Issuer acquired convertible loans in an aggregate principal amount of $1,000,000 from MIF II (the "January Term Loan 2023" and collectively, with the September Term Loan 2023, the "2023 Loans"). The acquisition of such securities and any shares of Common Stock that may be acquired upon conversion of such securities were exempted from Section 16(b) of the Act pursuant to Rule 16b-3 thereunder.

F6 · reported_value: Pursuant to the 2023 Agreement, on January 30, 2024, the Issuer acquired convertible loans in an aggregate principal amount of $1,000,000 from MIF II (the "January Term Loan 2023" and collectively, with the September Term Loan 2023, the "2023 Loans"). The acquisition of such securities and any shares of Common Stock that may be acquired upon conversion of such securities were exempted from Section 16(b) of the Act pursuant to Rule 16b-3 thereunder.

F5 · derivative.underlying_shares: On September 18, 2023, the Issuer entered into a convertible senior secured term loan agreement (as amended, the "2023 Agreement") with MIF II and certain other parties. Loans under the 2023 Agreement bear interest at 12.50% per annum and are convertible into Common Stock at an initial conversion price of $6.00 per share of Common Stock, on a pre-Reverse Stock Split basis, subject to certain customary anti-dilution adjustments. Pursuant to the 2023 Agreement, on September 18, 2023, the Issuer acquired convertible loans in an aggregate principal amount of $1,000,000 from MIF II (the "September Term Loan 2023"). The acquisition of such securities and any shares of Common Stock that may be acquired upon conversion of such securities were exempted from Section 16(b) of the Act pursuant to Rule 16b-3 thereunder.

F6 · derivative.underlying_shares: Pursuant to the 2023 Agreement, on January 30, 2024, the Issuer acquired convertible loans in an aggregate principal amount of $1,000,000 from MIF II (the "January Term Loan 2023" and collectively, with the September Term Loan 2023, the "2023 Loans"). The acquisition of such securities and any shares of Common Stock that may be acquired upon conversion of such securities were exempted from Section 16(b) of the Act pursuant to Rule 16b-3 thereunder.

F2 · ownership.direct: Securities held by MIF II. Material Impact Partners II, LLC ("MIP II") is the general partner of MIF II and may be deemed to have voting and investment power with respect to the securities held by MIF II. The Reporting Person, a member of the Issuer's board of directors, and Carmichael Roberts are the managing members of MIP II and may be deemed to share voting and investment power with respect to the securities held by MIF II. For purposes of Section 16 of the Act, each of MIF II, MIP II, Mr. Roberts and the Reporting Person disclaims beneficial ownership of such securities, except to the extent of their respective pecuniary interests therein, and this report shall not be deemed an admission that any of them is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.

Read SEC document
January 02, 2024 Filed Jan 3, 2024 21:44 UTC
Bohan Donnelly A.Chief Operating Officer
SaleCommon Stock 18,357 $0.64 $11,748.48
Disclosure

SEC source: 0001213900-24-000967 · ownership.xml · nonDerivative · entry 2

Bohan Donnelly A. · CIK 0001944958 · Chief Operating Officer

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 117,518

F1 · kind: Sell-Cover; cash proceeds delivered to the issuer to satisfy tax withholding. Each Restricted Stock Unit ("RSU") is issued pursuant to the Company's 2022 Omnibus Incentive Plan and represents a contingent right to receive one share of common stock, and vesting (i.e., forfeiture restriction termination) generally is subject to the reporting person remaining an employee or director of the Company, its affiliates or subsidiaries.

Read SEC document
January 02, 2024 Filed Jan 4, 2024 02:45 UTC
Yamokoski JohnChief Technology Officer
SaleCommon Stock 10,824 $0.64 $6,927.36
Disclosure

SEC source: 0001213900-24-000969 · ownership.xml · nonDerivative · entry 2

Yamokoski John · CIK 0001944944 · Chief Technology Officer

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 746,543

F1 · kind: Sell-Cover; cash proceeds delivered to the issuer to satisfy tax withholding. Each Restricted Stock Unit ("RSU") is issued pursuant to the Company's 2022 Omnibus Incentive Plan and represents a contingent right to receive one share of common stock, and vesting (i.e., forfeiture restriction termination) generally is subject to the reporting person remaining an employee or director of the Company, its affiliates or subsidiaries.

Read SEC document
January 02, 2024 Filed Jan 4, 2024 02:44 UTC
Radford NicolausDirector · Chief Executive Officer
SaleCommon Stock 19,667 $0.64 $12,586.88
Disclosure

SEC source: 0001213900-24-000968 · ownership.xml · nonDerivative · entry 2

Radford Nicolaus · CIK 0001944857 · Director · Chief Executive Officer

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 3,024,921

F1 · kind: Sell-Cover; cash proceeds delivered to the issuer to satisfy tax withholding. Each Restricted Stock Unit ("RSU") is issued pursuant to the Company's 2022 Omnibus Incentive Plan and represents a contingent right to receive one share of common stock, and vesting (i.e., forfeiture restriction termination) generally is subject to the reporting person remaining an employee or director of the Company, its affiliates or subsidiaries.

Read SEC document
December 31, 2023 Filed Jan 3, 2024 21:44 UTC
Bohan Donnelly A.Chief Operating Officer
Exercise / conversionPerformance RSU · Derivative 134,420 $0.00 $0.00
Disclosure

SEC source: 0001213900-24-000967 · ownership.xml · derivative · entry 3

Bohan Donnelly A. · CIK 0001944958 · Chief Operating Officer

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 134,420

Underlying: Common Stock · 134,420 shares

Expires not disclosed

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F1 · derivative.exercise_price: Sell-Cover; cash proceeds delivered to the issuer to satisfy tax withholding. Each Restricted Stock Unit ("RSU") is issued pursuant to the Company's 2022 Omnibus Incentive Plan and represents a contingent right to receive one share of common stock, and vesting (i.e., forfeiture restriction termination) generally is subject to the reporting person remaining an employee or director of the Company, its affiliates or subsidiaries.

F2 · derivative.exercise_date: 0% to 150% of these Performance RSUs may vest in two (2) equal installments on each of December 31, 2023 and December 31, 2024, based the Company's revenue.

F2 · derivative.expiration_date: 0% to 150% of these Performance RSUs may vest in two (2) equal installments on each of December 31, 2023 and December 31, 2024, based the Company's revenue.

Read SEC document
December 31, 2023 Filed Jan 3, 2024 21:44 UTC
Bohan Donnelly A.Chief Operating Officer
Exercise / conversionCommon Stock 68,554 Not disclosed Not disclosed
Disclosure

SEC source: 0001213900-24-000967 · ownership.xml · nonDerivative · entry 1

Bohan Donnelly A. · CIK 0001944958 · Chief Operating Officer

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 135,875

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F1 · price: Sell-Cover; cash proceeds delivered to the issuer to satisfy tax withholding. Each Restricted Stock Unit ("RSU") is issued pursuant to the Company's 2022 Omnibus Incentive Plan and represents a contingent right to receive one share of common stock, and vesting (i.e., forfeiture restriction termination) generally is subject to the reporting person remaining an employee or director of the Company, its affiliates or subsidiaries.

Read SEC document
December 31, 2023 Filed Jan 4, 2024 02:45 UTC
Yamokoski JohnChief Technology Officer
Exercise / conversionPerformance RSU · Derivative 79,212 $0.00 $0.00
Disclosure

SEC source: 0001213900-24-000969 · ownership.xml · derivative · entry 3

Yamokoski John · CIK 0001944944 · Chief Technology Officer

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 79,212

Underlying: Common Stock · 79,212 shares

Expires not disclosed

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F1 · derivative.exercise_price: Sell-Cover; cash proceeds delivered to the issuer to satisfy tax withholding. Each Restricted Stock Unit ("RSU") is issued pursuant to the Company's 2022 Omnibus Incentive Plan and represents a contingent right to receive one share of common stock, and vesting (i.e., forfeiture restriction termination) generally is subject to the reporting person remaining an employee or director of the Company, its affiliates or subsidiaries.

F2 · derivative.exercise_date: 0% to 150% of these Performance RSUs may vest in two (2) equal installments on each of December 31, 2023 and December 31, 2024, based the Company's revenue.

F2 · derivative.expiration_date: 0% to 150% of these Performance RSUs may vest in two (2) equal installments on each of December 31, 2023 and December 31, 2024, based the Company's revenue.

Read SEC document
December 31, 2023 Filed Jan 4, 2024 02:45 UTC
Yamokoski JohnChief Technology Officer
Exercise / conversionCommon Stock 40,398 Not disclosed Not disclosed
Disclosure

SEC source: 0001213900-24-000969 · ownership.xml · nonDerivative · entry 1

Yamokoski John · CIK 0001944944 · Chief Technology Officer

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 757,367

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F1 · price: Sell-Cover; cash proceeds delivered to the issuer to satisfy tax withholding. Each Restricted Stock Unit ("RSU") is issued pursuant to the Company's 2022 Omnibus Incentive Plan and represents a contingent right to receive one share of common stock, and vesting (i.e., forfeiture restriction termination) generally is subject to the reporting person remaining an employee or director of the Company, its affiliates or subsidiaries.

Read SEC document
December 31, 2023 Filed Jan 4, 2024 02:44 UTC
Radford NicolausDirector · Chief Executive Officer
Exercise / conversionPerformance RSU · Derivative 144,021 $0.00 $0.00
Disclosure

SEC source: 0001213900-24-000968 · ownership.xml · derivative · entry 3

Radford Nicolaus · CIK 0001944857 · Director · Chief Executive Officer

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 144,021

Underlying: Common Stock · 144,021 shares

Expires not disclosed

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F1 · derivative.exercise_price: Sell-Cover; cash proceeds delivered to the issuer to satisfy tax withholding. Each Restricted Stock Unit ("RSU") is issued pursuant to the Company's 2022 Omnibus Incentive Plan and represents a contingent right to receive one share of common stock, and vesting (i.e., forfeiture restriction termination) generally is subject to the reporting person remaining an employee or director of the Company, its affiliates or subsidiaries.

F2 · derivative.exercise_date: 0% to 150% of these Performance RSUs may vest in two (2) equal installments on each of December 31, 2023 and December 31, 2024, based the Company's revenue.

F2 · derivative.expiration_date: 0% to 150% of these Performance RSUs may vest in two (2) equal installments on each of December 31, 2023 and December 31, 2024, based the Company's revenue.

Read SEC document
December 31, 2023 Filed Jan 4, 2024 02:44 UTC
Radford NicolausDirector · Chief Executive Officer
Exercise / conversionCommon Stock 73,451 Not disclosed Not disclosed
Disclosure

SEC source: 0001213900-24-000968 · ownership.xml · nonDerivative · entry 1

Radford Nicolaus · CIK 0001944857 · Director · Chief Executive Officer

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 3,044,588

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F1 · price: Sell-Cover; cash proceeds delivered to the issuer to satisfy tax withholding. Each Restricted Stock Unit ("RSU") is issued pursuant to the Company's 2022 Omnibus Incentive Plan and represents a contingent right to receive one share of common stock, and vesting (i.e., forfeiture restriction termination) generally is subject to the reporting person remaining an employee or director of the Company, its affiliates or subsidiaries.

Read SEC document
December 08, 2023 Filed Dec 11, 2023 19:24 UTC
Hay VictoriaChief Financial Officer
GrantRestricted Stock Units · Derivative 40,000 $0.00 $0.00
Disclosure

SEC source: 0001213900-23-094840 · ownership.xml · derivative · entry 1

Hay Victoria · CIK 0002003344 · Chief Financial Officer

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 40,000

Underlying: Common Stock · 40,000 shares

Expires not disclosed

F1 · derivative.exercise_price: Each Restricted Stock Unit ("RSU"), issued on December 8, 2023, was issued pursuant to the Company's 2022 Omnibus Incentive Plan and represents a contingent right to receive one share of common stock, and vesting (i.e., forfeiture restriction termination) generally is subject to the reporting person remaining an employee (or other service provider) or director of the Company, its affiliates or subsidiaries.

F2 · derivative.exercise_date: The RSUs will vest at the earlier of Mrs. Hay's departure and one year from the date of grant.

F2 · derivative.expiration_date: The RSUs will vest at the earlier of Mrs. Hay's departure and one year from the date of grant.

Read SEC document
November 07, 2023 Filed Nov 10, 2023 02:34 UTC GrantRSU · Derivative 48,166 $0.00 $0.00
Disclosure

SEC source: 0001213900-23-085414 · ownership.xml · derivative · entry 1

Dyer Joseph Wendell · CIK 0001343118 · Director

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 48,166

Underlying: Common Stock · 48,166 shares

Expires not disclosed

F1 · derivative.exercise_price: Each Restricted Stock Unit ("RSU") is issued pursuant to the Company's 2022 Omnibus Incentive Plan and represents a contingent right to receive one share of common stock, and vesting (i.e., forfeiture restriction termination) generally is subject to the reporting person remaining an employee or director of the Company, its affiliates or subsidiaries.

F2 · derivative.exercise_date: The RSUs vest on the earlier of (i) November 7, 2024, or (ii) the date immediately preceding the Company's 2024 annual meeting of stockholders if the reporting person is not on the ballot for such meeting.

F2 · derivative.expiration_date: The RSUs vest on the earlier of (i) November 7, 2024, or (ii) the date immediately preceding the Company's 2024 annual meeting of stockholders if the reporting person is not on the ballot for such meeting.

Read SEC document
November 07, 2023 Filed Nov 9, 2023 21:36 UTC GrantRSU · Derivative 56,194 $0.00 $0.00
Disclosure

SEC source: 0001213900-23-085416 · ownership.xml · derivative · entry 1

Porter Lisa J. · CIK 0001945788 · Director

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 56,194

Underlying: Common Stock · 56,194 shares

Expires not disclosed

F1 · derivative.exercise_price: Each Restricted Stock Unit ("RSU") is issued pursuant to the Company's 2022 Omnibus Incentive Plan and represents a contingent right to receive one share of common stock, and vesting (i.e., forfeiture restriction termination) generally is subject to the reporting person remaining an employee or director of the Company, its affiliates or subsidiaries.

F2 · derivative.exercise_date: The RSUs vest on the earlier of (i) November 7, 2024, or (ii) the date immediately preceding the Company's 2024 annual meeting of stockholders if the reporting person is not on the ballot for such meeting.

F2 · derivative.expiration_date: The RSUs vest on the earlier of (i) November 7, 2024, or (ii) the date immediately preceding the Company's 2024 annual meeting of stockholders if the reporting person is not on the ballot for such meeting.

Read SEC document
November 07, 2023 Filed Nov 10, 2023 02:38 UTC GrantRSU · Derivative 48,166 $0.00 $0.00
Disclosure

SEC source: 0001213900-23-085419 · ownership.xml · derivative · entry 1

Sharkawy Adam · CIK 0001945167 · Director

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 48,166

Underlying: Common Stock · 48,166 shares

Expires not disclosed

F1 · derivative.exercise_price: Each Restricted Stock Unit ("RSU") is issued pursuant to the Company's 2022 Omnibus Incentive Plan and represents a contingent right to receive one share of common stock, and vesting (i.e., forfeiture restriction termination) generally is subject to the reporting person remaining an employee or director of the Company, its affiliates or subsidiaries.

F2 · derivative.exercise_date: The RSUs vest on the earlier of (i) November 7, 2024, or (ii) the date immediately preceding the Company's 2024 annual meeting of stockholders if the reporting person is not on the ballot for such meeting.

F2 · derivative.expiration_date: The RSUs vest on the earlier of (i) November 7, 2024, or (ii) the date immediately preceding the Company's 2024 annual meeting of stockholders if the reporting person is not on the ballot for such meeting.

Read SEC document
November 07, 2023 Filed Nov 10, 2023 02:39 UTC
Spiro ElliotDirector
GrantRSU · Derivative 48,166 $0.00 $0.00
Disclosure

SEC source: 0001213900-23-085420 · ownership.xml · derivative · entry 1

Spiro Elliot · CIK 0001875548 · Director

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 48,166

Underlying: Common Stock · 48,166 shares

Expires not disclosed

F1 · derivative.exercise_price: Each Restricted Stock Unit ("RSU") is issued pursuant to the Company's 2022 Omnibus Incentive Plan and represents a contingent right to receive one share of common stock, and vesting (i.e., forfeiture restriction termination) generally is subject to the reporting person remaining an employee or director of the Company, its affiliates or subsidiaries.

F2 · derivative.exercise_date: The RSUs vest on the earlier of (i) November 7, 2024, or (ii) the date immediately preceding the Company's 2024 annual meeting of stockholders if the reporting person is not on the ballot for such meeting.

F2 · derivative.expiration_date: The RSUs vest on the earlier of (i) November 7, 2024, or (ii) the date immediately preceding the Company's 2024 annual meeting of stockholders if the reporting person is not on the ballot for such meeting.

Read SEC document
November 07, 2023 Filed Nov 10, 2023 02:40 UTC GrantRSU · Derivative 48,166 $0.00 $0.00
Disclosure

SEC source: 0001213900-23-085421 · ownership.xml · derivative · entry 1

FLORES WILLIAM · CIK 0001361918 · Director

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 48,166

Underlying: Common Stock · 48,166 shares

Expires not disclosed

F1 · derivative.exercise_price: Each Restricted Stock Unit ("RSU") is issued pursuant to the Company's 2022 Omnibus Incentive Plan and represents a contingent right to receive one share of common stock, and vesting (i.e., forfeiture restriction termination) generally is subject to the reporting person remaining an employee or director of the Company, its affiliates or subsidiaries.

F2 · derivative.exercise_date: The RSUs vest on the earlier of (i) November 7, 2024, or (ii) the date immediately preceding the Company's 2024 annual meeting of stockholders if the reporting person is not on the ballot for such meeting.

F2 · derivative.expiration_date: The RSUs vest on the earlier of (i) November 7, 2024, or (ii) the date immediately preceding the Company's 2024 annual meeting of stockholders if the reporting person is not on the ballot for such meeting.

Read SEC document
November 07, 2023 Filed Nov 10, 2023 02:37 UTC
Bigney Nicholas J.General Counsel
GrantRSU · Derivative 412,847 $0.00 $0.00
Disclosure

SEC source: 0001213900-23-085418 · ownership.xml · derivative · entry 1

Bigney Nicholas J. · CIK 0001801480 · General Counsel

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 412,847

Underlying: Common Stock · 412,847 shares

Expires not disclosed

F1 · derivative.exercise_price: Each Restricted Stock Unit ("RSU") is issued pursuant to the Company's 2022 Omnibus Incentive Plan and represents a contingent right to receive one share of common stock, and vesting (i.e., forfeiture restriction termination) generally is subject to the reporting person remaining an employee or director of the Company, its affiliates or subsidiaries.

F2 · derivative.exercise_date: The RSUs will vest in five annual installments commencing on November 7, 2024.

F2 · derivative.expiration_date: The RSUs will vest in five annual installments commencing on November 7, 2024.

Read SEC document
November 07, 2023 Filed Nov 10, 2023 02:36 UTC GrantRSU · Derivative 48,166 $0.00 $0.00
Disclosure

SEC source: 0001213900-23-085417 · ownership.xml · derivative · entry 1

Mey Mark-Anthony Lovell · CIK 0001499267 · Director

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 48,166

Underlying: Common Stock · 48,166 shares

Expires not disclosed

F1 · derivative.exercise_price: Each Restricted Stock Unit ("RSU") is issued pursuant to the Company's 2022 Omnibus Incentive Plan and represents a contingent right to receive one share of common stock, and vesting (i.e., forfeiture restriction termination) generally is subject to the reporting person remaining an employee or director of the Company, its affiliates or subsidiaries.

F2 · derivative.exercise_date: The RSUs vest on the earlier of (i) November 7, 2024, or (ii) the date immediately preceding the Company's 2024 annual meeting of stockholders if the reporting person is not on the ballot for such meeting.

F2 · derivative.expiration_date: The RSUs vest on the earlier of (i) November 7, 2024, or (ii) the date immediately preceding the Company's 2024 annual meeting of stockholders if the reporting person is not on the ballot for such meeting.

Read SEC document
November 07, 2023 Filed Nov 10, 2023 02:35 UTC GrantRSU · Derivative 48,166 $0.00 $0.00
Disclosure

SEC source: 0001213900-23-085415 · ownership.xml · derivative · entry 1

Bellingham Jim · CIK 0001946341 · Director

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 48,166

Underlying: Common Stock · 48,166 shares

Expires not disclosed

F1 · derivative.exercise_price: Each Restricted Stock Unit ("RSU") is issued pursuant to the Company's 2022 Omnibus Incentive Plan and represents a contingent right to receive one share of common stock, and vesting (i.e., forfeiture restriction termination) generally is subject to the reporting person remaining an employee or director of the Company, its affiliates or subsidiaries.

F2 · derivative.exercise_date: The RSUs vest on the earlier of (i) November 7, 2024, or (ii) the date immediately preceding the Company's 2024 annual meeting of stockholders if the reporting person is not on the ballot for such meeting.

F2 · derivative.expiration_date: The RSUs vest on the earlier of (i) November 7, 2024, or (ii) the date immediately preceding the Company's 2024 annual meeting of stockholders if the reporting person is not on the ballot for such meeting.

Read SEC document
October 16, 2023 Filed Oct 18, 2023 20:40 UTC OtherCommon Stock 33,605 Not disclosed Not disclosed
Disclosure

SEC source: 0001013762-23-004922 · ownership.xml · nonDerivative · entry 1

Porter Lisa J. · CIK 0001945788 · Director

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 0

F1 · kind: On October 16, the reporting person transferred 33,605 shares of Common Stock to LogiQ, Inc. These shares are owned directly by LogiQ, Inc., a corporation controlled by the reporting person and in which the reporting person holds a 50% economic interest. The reporting person disclaims beneficial ownership of any securities held by LogiQ, Inc. except to the extent of her pecuniary interest therein.

F1 · price: On October 16, the reporting person transferred 33,605 shares of Common Stock to LogiQ, Inc. These shares are owned directly by LogiQ, Inc., a corporation controlled by the reporting person and in which the reporting person holds a 50% economic interest. The reporting person disclaims beneficial ownership of any securities held by LogiQ, Inc. except to the extent of her pecuniary interest therein.

Read SEC document
October 09, 2023 Filed Oct 11, 2023 20:30 UTC
GIBSON JOHN W JRDirector · President
GrantRSU · Derivative 116,230 $0.00 $0.00
Disclosure

SEC source: 0001013762-23-003193 · ownership.xml · derivative · entry 1

GIBSON JOHN W JR · CIK 0001189981 · Director · President

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 116,230

Underlying: Common Stock · 116,230 shares

Expires not disclosed

F1 · derivative.exercise_price: Each Restricted Stock Unit ("RSU") is issued pursuant to the Company's 2022 Omnibus Incentive Plan and represents a contingent right to receive one share of common stock.

F2 · derivative.exercise_date: 100% of the RSU's vest on October 9, 2024.

F2 · derivative.expiration_date: 100% of the RSU's vest on October 9, 2024.

Read SEC document
October 07, 2023 Filed Feb 15, 2025 00:51 UTC
Spiro ElliotDirector
Exercise / conversionRestricted Stock Units · Derivative 801 $0.00 $0.00
Disclosure

SEC source: 0001849820-25-000056 · wk-form5_1739580708.xml · derivative · entry 5

Spiro Elliot · CIK 0001875548 · Director

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 25,286

Underlying: Common Stock · 801 shares

Expires not disclosed

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F1 · derivative.exercise_price: Each Restricted Stock Unit ("RSU") is issued pursuant to the Company's 2022 Omnibus Incentive Plan and represents a contingent right to receive one share of common stock, and vesting generally is subject to the reporting person remaining an employee or director of the Company, its affiliates or subsidiaries.

F7 · derivative.exercise_date: RSUs issued on October 7, 2022 and vested on October 7, 2023.

F7 · derivative.expiration_date: RSUs issued on October 7, 2022 and vested on October 7, 2023.

F2 · balance_after: Reflects holdings as of the date of this Form.

Read SEC document
October 07, 2023 Filed Feb 15, 2025 00:51 UTC
Spiro ElliotDirector
Exercise / conversionCommon Stock 801 $0.00 $0.00
Disclosure

SEC source: 0001849820-25-000056 · wk-form5_1739580708.xml · nonDerivative · entry 1

Spiro Elliot · CIK 0001875548 · Director

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 2,139

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F1 · price: Each Restricted Stock Unit ("RSU") is issued pursuant to the Company's 2022 Omnibus Incentive Plan and represents a contingent right to receive one share of common stock, and vesting generally is subject to the reporting person remaining an employee or director of the Company, its affiliates or subsidiaries.

F2 · balance_after: Reflects holdings as of the date of this Form.

Read SEC document
October 07, 2023 Filed Feb 14, 2025 23:03 UTC Exercise / conversionRestricted Stock Units · Derivative 801 $0.00 $0.00
Disclosure

SEC source: 0001849820-25-000053 · wk-form5_1739574202.xml · derivative · entry 3

Bellingham Jim · CIK 0001946341 · Director

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 25,286

Underlying: Common Stock · 801 shares

Expires not disclosed

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F1 · derivative.exercise_price: Each Restricted Stock Unit ("RSU") is issued pursuant to the Company's 2022 Omnibus Incentive Plan and represents a contingent right to receive one share of common stock, and vesting generally is subject to the reporting person remaining an employee or director of the Company, its affiliates or subsidiaries.

F1 · price: Each Restricted Stock Unit ("RSU") is issued pursuant to the Company's 2022 Omnibus Incentive Plan and represents a contingent right to receive one share of common stock, and vesting generally is subject to the reporting person remaining an employee or director of the Company, its affiliates or subsidiaries.

F3 · derivative.exercise_date: RSUs issued on October 7, 2022 and vested on October 7, 2023.

F3 · derivative.expiration_date: RSUs issued on October 7, 2022 and vested on October 7, 2023.

F2 · balance_after: Reflects holdings at date of filing of this Form.

Read SEC document
October 07, 2023 Filed Feb 14, 2025 23:03 UTC Exercise / conversionCommon Stock 801 $0.00 $0.00
Disclosure

SEC source: 0001849820-25-000053 · wk-form5_1739574202.xml · nonDerivative · entry 1

Bellingham Jim · CIK 0001946341 · Director

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 2,139

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F1 · price: Each Restricted Stock Unit ("RSU") is issued pursuant to the Company's 2022 Omnibus Incentive Plan and represents a contingent right to receive one share of common stock, and vesting generally is subject to the reporting person remaining an employee or director of the Company, its affiliates or subsidiaries.

F2 · balance_after: Reflects holdings at date of filing of this Form.

Read SEC document
October 07, 2023 Filed Feb 25, 2025 21:37 UTC
Sharkawy AdamDirector · 10% owner
Exercise / conversionRSU · Derivative 801 $0.00 $0.00
Disclosure

SEC source: 0000950170-25-026774 · ownership.xml · derivative · entry 4

Sharkawy Adam · CIK 0001945167 · Director · 10% owner

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 0

Underlying: Common Stock · 801 shares

Expires not disclosed

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F3 · derivative.exercise_price: As previously reported on a Form 4 dated October 12, 2022, the Reporting Person was issued Restricted Stock Units ("RSU") pursuant to the Issuer's 2022 Omnibus Incentive Plan (the "2022 RSUs"). Each RSU represented a contingent right to receive one share of Common Stock, subject to vesting on the earlier of (i) October 7, 2023, or (ii) the date immediately preceding the Issuer's 2023 annual meeting of stockholders if the Reporting Person was not on the ballot for such meeting. The Reporting Person was issued shares of Common Stock upon the vesting and settlement of the 2022 RSUs on October 7, 2023.

F3 · shares: As previously reported on a Form 4 dated October 12, 2022, the Reporting Person was issued Restricted Stock Units ("RSU") pursuant to the Issuer's 2022 Omnibus Incentive Plan (the "2022 RSUs"). Each RSU represented a contingent right to receive one share of Common Stock, subject to vesting on the earlier of (i) October 7, 2023, or (ii) the date immediately preceding the Issuer's 2023 annual meeting of stockholders if the Reporting Person was not on the ballot for such meeting. The Reporting Person was issued shares of Common Stock upon the vesting and settlement of the 2022 RSUs on October 7, 2023.

F3 · derivative.exercise_date: As previously reported on a Form 4 dated October 12, 2022, the Reporting Person was issued Restricted Stock Units ("RSU") pursuant to the Issuer's 2022 Omnibus Incentive Plan (the "2022 RSUs"). Each RSU represented a contingent right to receive one share of Common Stock, subject to vesting on the earlier of (i) October 7, 2023, or (ii) the date immediately preceding the Issuer's 2023 annual meeting of stockholders if the Reporting Person was not on the ballot for such meeting. The Reporting Person was issued shares of Common Stock upon the vesting and settlement of the 2022 RSUs on October 7, 2023.

F3 · derivative.expiration_date: As previously reported on a Form 4 dated October 12, 2022, the Reporting Person was issued Restricted Stock Units ("RSU") pursuant to the Issuer's 2022 Omnibus Incentive Plan (the "2022 RSUs"). Each RSU represented a contingent right to receive one share of Common Stock, subject to vesting on the earlier of (i) October 7, 2023, or (ii) the date immediately preceding the Issuer's 2023 annual meeting of stockholders if the Reporting Person was not on the ballot for such meeting. The Reporting Person was issued shares of Common Stock upon the vesting and settlement of the 2022 RSUs on October 7, 2023.

F3 · derivative.underlying_shares: As previously reported on a Form 4 dated October 12, 2022, the Reporting Person was issued Restricted Stock Units ("RSU") pursuant to the Issuer's 2022 Omnibus Incentive Plan (the "2022 RSUs"). Each RSU represented a contingent right to receive one share of Common Stock, subject to vesting on the earlier of (i) October 7, 2023, or (ii) the date immediately preceding the Issuer's 2023 annual meeting of stockholders if the Reporting Person was not on the ballot for such meeting. The Reporting Person was issued shares of Common Stock upon the vesting and settlement of the 2022 RSUs on October 7, 2023.

Read SEC document
October 07, 2023 Filed Feb 25, 2025 21:37 UTC
Sharkawy AdamDirector · 10% owner
Exercise / conversionCommon Stock 801 Not disclosed Not disclosed
Disclosure

SEC source: 0000950170-25-026774 · ownership.xml · nonDerivative · entry 2

Sharkawy Adam · CIK 0001945167 · Director · 10% owner

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 801

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F3 · shares: As previously reported on a Form 4 dated October 12, 2022, the Reporting Person was issued Restricted Stock Units ("RSU") pursuant to the Issuer's 2022 Omnibus Incentive Plan (the "2022 RSUs"). Each RSU represented a contingent right to receive one share of Common Stock, subject to vesting on the earlier of (i) October 7, 2023, or (ii) the date immediately preceding the Issuer's 2023 annual meeting of stockholders if the Reporting Person was not on the ballot for such meeting. The Reporting Person was issued shares of Common Stock upon the vesting and settlement of the 2022 RSUs on October 7, 2023.

F3 · price: As previously reported on a Form 4 dated October 12, 2022, the Reporting Person was issued Restricted Stock Units ("RSU") pursuant to the Issuer's 2022 Omnibus Incentive Plan (the "2022 RSUs"). Each RSU represented a contingent right to receive one share of Common Stock, subject to vesting on the earlier of (i) October 7, 2023, or (ii) the date immediately preceding the Issuer's 2023 annual meeting of stockholders if the Reporting Person was not on the ballot for such meeting. The Reporting Person was issued shares of Common Stock upon the vesting and settlement of the 2022 RSUs on October 7, 2023.

Read SEC document
September 18, 2023 Filed Feb 25, 2025 16:22 UTC
Material Impact Partners II, LLCDirector · 10% owner · Director by Deputization
Roberts CarmichaelDirector · 10% owner · Director by Deputization
Material Impact Fund II, L.P.Director · 10% owner · Director by Deputization
GrantConvertible Senior Secured Term Loan 2023 · Derivative 1,000,000 $1,000,000.00 $1,000,000,000,000.00
Disclosure

SEC source: 0000950170-25-026704 · ownership.xml · derivative · entry 6

Material Impact Partners II, LLC · CIK 0002051773 · Director · 10% owner · Director by Deputization

Roberts Carmichael · CIK 0001810913 · Director · 10% owner · Director by Deputization

Material Impact Fund II, L.P. · CIK 0001804648 · Director · 10% owner · Director by Deputization

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: No plan indicated

Ownership: Indirect · By Material Impact Fund II, L.P.

Disclosed balance after: Not disclosed

Underlying: Common Stock · Not disclosed shares

Expires 2026-09-18

F8 · derivative.exercise_price: On September 18, 2023, the Issuer entered into a convertible senior secured term loan agreement (as amended, the "2023 Agreement") with MIF II and certain other parties. Loans under the 2023 Agreement bear interest at 12.50% per annum and are convertible into Common Stock at an initial conversion price of $6.00 per share of Common Stock, on a pre-Reverse Stock Split basis, subject to certain customary anti-dilution adjustments. Pursuant to the 2023 Agreement, on September 18, 2023, the Issuer acquired convertible loans in an aggregate principal amount of $1,000,000 from MIF II (the "September Term Loan 2023"). The acquisition of such securities and any shares of Common Stock that may be acquired upon conversion of such securities were exempted from Section 16(b) of the Act pursuant to Rule 16b-3 thereunder.

F8 · shares: On September 18, 2023, the Issuer entered into a convertible senior secured term loan agreement (as amended, the "2023 Agreement") with MIF II and certain other parties. Loans under the 2023 Agreement bear interest at 12.50% per annum and are convertible into Common Stock at an initial conversion price of $6.00 per share of Common Stock, on a pre-Reverse Stock Split basis, subject to certain customary anti-dilution adjustments. Pursuant to the 2023 Agreement, on September 18, 2023, the Issuer acquired convertible loans in an aggregate principal amount of $1,000,000 from MIF II (the "September Term Loan 2023"). The acquisition of such securities and any shares of Common Stock that may be acquired upon conversion of such securities were exempted from Section 16(b) of the Act pursuant to Rule 16b-3 thereunder.

F8 · derivative.underlying_shares: On September 18, 2023, the Issuer entered into a convertible senior secured term loan agreement (as amended, the "2023 Agreement") with MIF II and certain other parties. Loans under the 2023 Agreement bear interest at 12.50% per annum and are convertible into Common Stock at an initial conversion price of $6.00 per share of Common Stock, on a pre-Reverse Stock Split basis, subject to certain customary anti-dilution adjustments. Pursuant to the 2023 Agreement, on September 18, 2023, the Issuer acquired convertible loans in an aggregate principal amount of $1,000,000 from MIF II (the "September Term Loan 2023"). The acquisition of such securities and any shares of Common Stock that may be acquired upon conversion of such securities were exempted from Section 16(b) of the Act pursuant to Rule 16b-3 thereunder.

F2 · ownership.direct: Securities held by Material Impact Fund II, L.P. ("MIF II"). Material Impact Partners II, LLC ("MIP II") is the general partner of MIF II and may be deemed to have voting and investment power with respect to the securities held by MIF II. Adam Sharkawy, a member of the Issuer's board of directors, and Carmichael Roberts are the managing members of MIP II and may be deemed to share voting and investment power with respect to the securities held by MIF II. For purposes of Section 16 of the Securities Exchange Act of 1934, as amended (the "Act"), each of MIF II, MIP II, Mr. Sharkawy and Mr. Roberts disclaims beneficial ownership of such securities, except to the extent of their respective pecuniary interests therein, and this report shall not be deemed an admission that any of them is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.

Read SEC document
September 18, 2023 Filed Feb 25, 2025 21:37 UTC
Sharkawy AdamDirector · 10% owner
GrantConvertible Senior Secured Term Loan 2023 · Derivative Not disclosed $1,000,000.00 $1,000,000.00
Disclosure

SEC source: 0000950170-25-026774 · ownership.xml · derivative · entry 6

Sharkawy Adam · CIK 0001945167 · Director · 10% owner

10b5-1 filing: No plan indicated

Ownership: Indirect · By Material Impact Fund II, L.P.

Disclosed balance after: Not disclosed

Underlying: Common Stock · Not disclosed shares

Expires 2026-09-18

F5 · derivative.exercise_price: On September 18, 2023, the Issuer entered into a convertible senior secured term loan agreement (as amended, the "2023 Agreement") with MIF II and certain other parties. Loans under the 2023 Agreement bear interest at 12.50% per annum and are convertible into Common Stock at an initial conversion price of $6.00 per share of Common Stock, on a pre-Reverse Stock Split basis, subject to certain customary anti-dilution adjustments. Pursuant to the 2023 Agreement, on September 18, 2023, the Issuer acquired convertible loans in an aggregate principal amount of $1,000,000 from MIF II (the "September Term Loan 2023"). The acquisition of such securities and any shares of Common Stock that may be acquired upon conversion of such securities were exempted from Section 16(b) of the Act pursuant to Rule 16b-3 thereunder.

F5 · reported_value: On September 18, 2023, the Issuer entered into a convertible senior secured term loan agreement (as amended, the "2023 Agreement") with MIF II and certain other parties. Loans under the 2023 Agreement bear interest at 12.50% per annum and are convertible into Common Stock at an initial conversion price of $6.00 per share of Common Stock, on a pre-Reverse Stock Split basis, subject to certain customary anti-dilution adjustments. Pursuant to the 2023 Agreement, on September 18, 2023, the Issuer acquired convertible loans in an aggregate principal amount of $1,000,000 from MIF II (the "September Term Loan 2023"). The acquisition of such securities and any shares of Common Stock that may be acquired upon conversion of such securities were exempted from Section 16(b) of the Act pursuant to Rule 16b-3 thereunder.

F5 · derivative.underlying_shares: On September 18, 2023, the Issuer entered into a convertible senior secured term loan agreement (as amended, the "2023 Agreement") with MIF II and certain other parties. Loans under the 2023 Agreement bear interest at 12.50% per annum and are convertible into Common Stock at an initial conversion price of $6.00 per share of Common Stock, on a pre-Reverse Stock Split basis, subject to certain customary anti-dilution adjustments. Pursuant to the 2023 Agreement, on September 18, 2023, the Issuer acquired convertible loans in an aggregate principal amount of $1,000,000 from MIF II (the "September Term Loan 2023"). The acquisition of such securities and any shares of Common Stock that may be acquired upon conversion of such securities were exempted from Section 16(b) of the Act pursuant to Rule 16b-3 thereunder.

F2 · ownership.direct: Securities held by MIF II. Material Impact Partners II, LLC ("MIP II") is the general partner of MIF II and may be deemed to have voting and investment power with respect to the securities held by MIF II. The Reporting Person, a member of the Issuer's board of directors, and Carmichael Roberts are the managing members of MIP II and may be deemed to share voting and investment power with respect to the securities held by MIF II. For purposes of Section 16 of the Act, each of MIF II, MIP II, Mr. Roberts and the Reporting Person disclaims beneficial ownership of such securities, except to the extent of their respective pecuniary interests therein, and this report shall not be deemed an admission that any of them is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.

Read SEC document
June 22, 2023 Filed Feb 25, 2025 16:22 UTC
Material Impact Partners II, LLCDirector · 10% owner · Director by Deputization
Roberts CarmichaelDirector · 10% owner · Director by Deputization
Material Impact Fund II, L.P.Director · 10% owner · Director by Deputization
GrantCommon Stock 7,333 Not disclosed Not disclosed
Disclosure

SEC source: 0000950170-25-026704 · ownership.xml · nonDerivative · entry 2

Material Impact Partners II, LLC · CIK 0002051773 · Director · 10% owner · Director by Deputization

Roberts Carmichael · CIK 0001810913 · Director · 10% owner · Director by Deputization

Material Impact Fund II, L.P. · CIK 0001804648 · Director · 10% owner · Director by Deputization

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: No plan indicated

Ownership: Indirect · By Material Impact Fund II, L.P.

Disclosed balance after: 69,829

F3 · shares: Pursuant to the amendment to that certain Registration Rights Agreement, dated September 9, 2022, by and between the Issuer, MIF II and certain other parties (as amended, the "RRA") and disclosed in the Issuer's Current Report on Form 8-K filed on June 23, 2023, the Issuer delivered 7,333 shares of Common Stock to MIF II in exchange for the release of claims under any of the Transaction Documents (as defined in the RRA). The acquisition of such securities was exempted from Section 16(b) of the Act pursuant to Rule 16b-3 thereunder.

F3 · price: Pursuant to the amendment to that certain Registration Rights Agreement, dated September 9, 2022, by and between the Issuer, MIF II and certain other parties (as amended, the "RRA") and disclosed in the Issuer's Current Report on Form 8-K filed on June 23, 2023, the Issuer delivered 7,333 shares of Common Stock to MIF II in exchange for the release of claims under any of the Transaction Documents (as defined in the RRA). The acquisition of such securities was exempted from Section 16(b) of the Act pursuant to Rule 16b-3 thereunder.

F2 · ownership.direct: Securities held by Material Impact Fund II, L.P. ("MIF II"). Material Impact Partners II, LLC ("MIP II") is the general partner of MIF II and may be deemed to have voting and investment power with respect to the securities held by MIF II. Adam Sharkawy, a member of the Issuer's board of directors, and Carmichael Roberts are the managing members of MIP II and may be deemed to share voting and investment power with respect to the securities held by MIF II. For purposes of Section 16 of the Securities Exchange Act of 1934, as amended (the "Act"), each of MIF II, MIP II, Mr. Sharkawy and Mr. Roberts disclaims beneficial ownership of such securities, except to the extent of their respective pecuniary interests therein, and this report shall not be deemed an admission that any of them is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.

Read SEC document
June 22, 2023 Filed Feb 25, 2025 21:37 UTC
Sharkawy AdamDirector · 10% owner
GrantCommon Stock 7,333 Not disclosed Not disclosed
Disclosure

SEC source: 0000950170-25-026774 · ownership.xml · nonDerivative · entry 1

Sharkawy Adam · CIK 0001945167 · Director · 10% owner

10b5-1 filing: No plan indicated

Ownership: Indirect · By Material Impact Fund II, L.P.

Disclosed balance after: 69,829

F1 · shares: Pursuant to the amendment to that certain Registration Rights Agreement, dated September 9, 2022, by and between the Issuer, Material Impact Fund II, L.P. ("MIF II") and certain other parties (as amended, the "RRA") and disclosed in the Issuer's Current Report on Form 8-K filed on June 23, 2023, the Issuer delivered 7,333 shares of Common Stock to MIF II in exchange for the release of claims under any of the Transaction Documents (as defined in the RRA). The acquisition of such securities was exempted from Section 16(b) of the Securities Exchange Act of 1934, as amended (the "Act") pursuant to Rule 16b-3 thereunder.

F1 · price: Pursuant to the amendment to that certain Registration Rights Agreement, dated September 9, 2022, by and between the Issuer, Material Impact Fund II, L.P. ("MIF II") and certain other parties (as amended, the "RRA") and disclosed in the Issuer's Current Report on Form 8-K filed on June 23, 2023, the Issuer delivered 7,333 shares of Common Stock to MIF II in exchange for the release of claims under any of the Transaction Documents (as defined in the RRA). The acquisition of such securities was exempted from Section 16(b) of the Securities Exchange Act of 1934, as amended (the "Act") pursuant to Rule 16b-3 thereunder.

F2 · ownership.direct: Securities held by MIF II. Material Impact Partners II, LLC ("MIP II") is the general partner of MIF II and may be deemed to have voting and investment power with respect to the securities held by MIF II. The Reporting Person, a member of the Issuer's board of directors, and Carmichael Roberts are the managing members of MIP II and may be deemed to share voting and investment power with respect to the securities held by MIF II. For purposes of Section 16 of the Act, each of MIF II, MIP II, Mr. Roberts and the Reporting Person disclaims beneficial ownership of such securities, except to the extent of their respective pecuniary interests therein, and this report shall not be deemed an admission that any of them is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.

Read SEC document
June 07, 2023 Filed Feb 15, 2025 00:51 UTC
Spiro ElliotDirector
OtherPrivate Warrant · Derivative 4,783,333 Not disclosed Strike: $11.50 Not disclosed
Disclosure

SEC source: 0001849820-25-000056 · wk-form5_1739580708.xml · derivative · entry 8

Spiro Elliot · CIK 0001875548 · Director

10b5-1 filing: No plan indicated

Ownership: Indirect · By CleanTech Sponsor I LLC

Disclosed balance after: 0

Underlying: Common Stock · 132,871 shares

Expires 2026-07-14

F9 · derivative.exercise_price: For every 36 Private Warrants, the registered holder is entitled to purchase one share of Common Stock at a price of $11.50 per full share, subject to adjustment.

F5 · kind: On June 7, 2023, CleanTech Sponsor I LLC and CleanTech Investments, LLC (the "Co-Sponsors"), transferred an aggregate of 2,695,000 shares of Common Stock of the Company and 4,783,333 private warrants of the Company to certain transferees.

F5 · price: On June 7, 2023, CleanTech Sponsor I LLC and CleanTech Investments, LLC (the "Co-Sponsors"), transferred an aggregate of 2,695,000 shares of Common Stock of the Company and 4,783,333 private warrants of the Company to certain transferees.

F6 · ownership.nature: Securities held by CleanTech Sponsor I, LLC, of which the reporting person is a managing member. The reporting person disclaims beneficial ownership of the shares held indirectly, except to the extent of his pecuniary interest therein.

Read SEC document
June 07, 2023 Filed Feb 15, 2025 00:51 UTC
Spiro ElliotDirector
GrantPrivate Warrant · Derivative 200,000 Not disclosed Strike: $11.50 Not disclosed
Disclosure

SEC source: 0001849820-25-000056 · wk-form5_1739580708.xml · derivative · entry 7

Spiro Elliot · CIK 0001875548 · Director

10b5-1 filing: No plan indicated

Ownership: Indirect · By Dumby I L.P.

Disclosed balance after: 200,000

Underlying: Common Stock · 5,556 shares

Expires 2027-09-09

F9 · derivative.exercise_price: For every 36 Private Warrants, the registered holder is entitled to purchase one share of Common Stock at a price of $11.50 per full share, subject to adjustment.

F10 · price: On June 7, 2023, CleanTech Sponsor I LLC and CleanTech Investments, LLC (the "Co-Sponsors"), transferred an aggregate of 2,695,000 shares of Common Stock of the Company and 4,783,333 private warrants of the Company to certain transferees. Among those transfers, the Co-Sponsor's transferred 200,000 private warrants to Dumby I, LLP.

F11 · ownership.nature: The reporting person indirectly owns 200,000 warrants held by Dumby I L.P. Mr. Spiro's wife is General Partner of Dumby I L.P. and Mr. Spiro is not a Limited Partner of Dumby I L.P. Mr. Spiro disclaims beneficial ownership of the shares held indirectly, except to the extent of his pecuniary interest therein.

Read SEC document
June 07, 2023 Filed Feb 15, 2025 00:51 UTC
Spiro ElliotDirector
OtherCommon Stock 72,084 Not disclosed Not disclosed
Disclosure

SEC source: 0001849820-25-000056 · wk-form5_1739580708.xml · nonDerivative · entry 4

Spiro Elliot · CIK 0001875548 · Director

10b5-1 filing: No plan indicated

Ownership: Indirect · By CleanTech Sponsor I LLC

Disclosed balance after: 0

F5 · kind: On June 7, 2023, CleanTech Sponsor I LLC and CleanTech Investments, LLC (the "Co-Sponsors"), transferred an aggregate of 2,695,000 shares of Common Stock of the Company and 4,783,333 private warrants of the Company to certain transferees.

F5 · price: On June 7, 2023, CleanTech Sponsor I LLC and CleanTech Investments, LLC (the "Co-Sponsors"), transferred an aggregate of 2,695,000 shares of Common Stock of the Company and 4,783,333 private warrants of the Company to certain transferees.

F6 · ownership.nature: Securities held by CleanTech Sponsor I, LLC, of which the reporting person is a managing member. The reporting person disclaims beneficial ownership of the shares held indirectly, except to the extent of his pecuniary interest therein.

Read SEC document
June 07, 2023 Filed Feb 15, 2025 00:51 UTC
Spiro ElliotDirector
OtherCommon Stock 4,642 $0.00 $0.00
Disclosure

SEC source: 0001849820-25-000056 · wk-form5_1739580708.xml · nonDerivative · entry 3

Spiro Elliot · CIK 0001875548 · Director

10b5-1 filing: No plan indicated

Ownership: Indirect · By Dumby I. L.P.

Disclosed balance after: 4,642

F3 · kind: On June 7, 2023, CleanTech Sponsor I LLC and CleanTech Investments, LLC (the "Co-Sponsors"), transferred an aggregate of 2,695,000 shares of Common Stock of the Company and 4,783,333 private warrants of the Company to certain transferees. Among those transfers, the Co-Sponsors transferred 4,642 shares to Dumby I, L.P.

F4 · ownership.nature: The reporting person indirectly owns 4,642 shares held by Dumby I L.P. Mr. Spiro's wife is General Partner of Dumby I L.P. and Mr. Spiro is not a Limited Partner of Dumby I L.P. Mr. Spiro disclaims beneficial ownership of the shares held indirectly, except to the extent of his pecuniary interest therein.

Read SEC document
May 19, 2023 Filed May 23, 2023 22:30 UTC
Rangan PadmanabhanChief Financial Officer
Tax withholdingCommon Stock 19,463 $1.85 $36,006.55
Disclosure

SEC source: 0001213900-23-042487 · ownership.xml · nonDerivative · entry 2

Rangan Padmanabhan · CIK 0001944956 · Chief Financial Officer

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 65,379

Read SEC document
May 16, 2023 Filed May 23, 2023 22:30 UTC
Rangan PadmanabhanChief Financial Officer
Exercise / conversionRSU · Derivative 72,010 $0.00 $0.00
Disclosure

SEC source: 0001213900-23-042487 · ownership.xml · derivative · entry 3

Rangan Padmanabhan · CIK 0001944956 · Chief Financial Officer

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 72,011

Underlying: Common Stock · 72,010 shares

Expires not disclosed

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F1 · derivative.exercise_price: Each Restricted Stock Unit ("RSU") is issued pursuant to the Company's 2022 Omnibus Incentive Plan and represents a contingent right to receive one share of common stock.

F2 · derivative.exercise_date: On December 7, 2022, the reporting person was granted 144,021 RSUs, vesting in two equal installments on each of May 16, 2023 and May 16, 2024.

F2 · derivative.expiration_date: On December 7, 2022, the reporting person was granted 144,021 RSUs, vesting in two equal installments on each of May 16, 2023 and May 16, 2024.

Read SEC document
May 16, 2023 Filed May 23, 2023 22:30 UTC
Rangan PadmanabhanChief Financial Officer
Exercise / conversionCommon Stock 72,010 Not disclosed Not disclosed
Disclosure

SEC source: 0001213900-23-042487 · ownership.xml · nonDerivative · entry 1

Rangan Padmanabhan · CIK 0001944956 · Chief Financial Officer

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 84,842

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F1 · price: Each Restricted Stock Unit ("RSU") is issued pursuant to the Company's 2022 Omnibus Incentive Plan and represents a contingent right to receive one share of common stock.

Read SEC document
May 09, 2023 Filed May 11, 2023 16:01 UTC
Bohan Donnelly A.Chief Operating Officer
Tax withholdingCommon Stock 4,829 $2.22 $10,720.38
Disclosure

SEC source: 0001213900-23-038515 · ownership.xml · nonDerivative · entry 1

Bohan Donnelly A. · CIK 0001944958 · Chief Operating Officer

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 67,021

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May 09, 2023 Filed May 11, 2023 20:01 UTC
Rangan PadmanabhanChief Financial Officer
Tax withholdingCommon Stock 4,374 $2.22 $9,710.28
Disclosure

SEC source: 0001213900-23-038517 · ownership.xml · nonDerivative · entry 1

Rangan Padmanabhan · CIK 0001944956 · Chief Financial Officer

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 12,832

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May 09, 2023 Filed May 11, 2023 20:01 UTC Tax withholdingCommon Stock 4,484 $2.22 $9,954.48
Disclosure

SEC source: 0001213900-23-038516 · ownership.xml · nonDerivative · entry 1

Kasmani Dilshad · CIK 0001944947 · Chief LAO

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 65,080

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May 09, 2023 Filed May 11, 2023 20:01 UTC
Yamokoski JohnChief Technology Officer
Tax withholdingCommon Stock 3,082 $2.22 $6,842.04
Disclosure

SEC source: 0001213900-23-038514 · ownership.xml · nonDerivative · entry 1

Yamokoski John · CIK 0001944944 · Chief Technology Officer

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 716,969

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Value uses the disclosed total when available, otherwise shares × reported transaction price. It is not an estimate of exercise cash cost or investment performance.