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Nasdaq · USD

WULF

TERAWULF INC.

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Tapewire entity
3680
SEC CIK
0001083301
Parsed reports
400

Last 12 months

Inside the activity.

13 purchase rows · 17 sale rows

Disclosed non-derivative P/S rows, by transaction month. Includes amendments and private transactions.
Monthly counts
MonthPurchasesSales
Nov 202510
Dec 202500
Jan 202600
Feb 202600
Mar 202695
Apr 202605
May 202603
Jun 202601
Jul 202600
Aug 202622
Sep 202611
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
February 28, 2023 Filed Mar 2, 2023 17:00 UTC ConversionCommon stock, $0.001 par value per share 2,157,006 Not disclosed Not disclosed
Disclosure

SEC source: 0001104659-23-027989 · tm238317-1_4seq1.xml · nonDerivative · entry 1

Pascual Bryan J. · CIK 0001897085 · 10% owner

Bayshore Capital LLC · CIK 0001885426 · 10% owner

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

10b5-1 filing: Not disclosed

Ownership: Indirect · By LLC

Disclosed balance after: 18,083,348

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 · kind: On November 25, 2022, Bayshore (defined below) purchased from the Issuer a Convertible Promissory Note with an aggregate original principal amount of $853,912.33 (as subsequently amended, the "Convertible Note"), which initially did not have a fixed conversion price and therefore was not a derivative security within the meaning of Rule 16a-1 under the Securities Exchange Act of 1934, as amended, at the time of the purchase.

F2 · kind: As amended, the Convertible Note accrued annual interest at a rate of 4% and was automatically convertible into equity securities of the Issuer on the third business day (the "Conversion Date") following the date on which stockholder approval of an increase in the Issuer's authorized Common Stock (defined below) is obtained (the "Stockholder Approval") at a conversion price equal to the lowest price per share paid by investors purchasing equity securities in any sale of equity securities by the Issuer between the issuance date of the Convertible Note and the Conversion Date with an aggregate gross sales price of not less than $5 million, subject to certain exclusions set forth in the Convertible Note (a "Qualified Financing").

F3 · kind: On February 23, 2023, the Issuer received the Stockholder Approval and on February 28, 2023, the Conversion Date, the entire aggregate principal amount of the Convertible Note and approximately $8,890 of accrued but unpaid interest thereon was converted into an aggregate of 2,157,006 shares of Common Stock based on a conversion price of $0.40, which represents the lowest price per share paid by investors in a Qualified Financing.

F1 · price: On November 25, 2022, Bayshore (defined below) purchased from the Issuer a Convertible Promissory Note with an aggregate original principal amount of $853,912.33 (as subsequently amended, the "Convertible Note"), which initially did not have a fixed conversion price and therefore was not a derivative security within the meaning of Rule 16a-1 under the Securities Exchange Act of 1934, as amended, at the time of the purchase.

F2 · price: As amended, the Convertible Note accrued annual interest at a rate of 4% and was automatically convertible into equity securities of the Issuer on the third business day (the "Conversion Date") following the date on which stockholder approval of an increase in the Issuer's authorized Common Stock (defined below) is obtained (the "Stockholder Approval") at a conversion price equal to the lowest price per share paid by investors purchasing equity securities in any sale of equity securities by the Issuer between the issuance date of the Convertible Note and the Conversion Date with an aggregate gross sales price of not less than $5 million, subject to certain exclusions set forth in the Convertible Note (a "Qualified Financing").

F3 · price: On February 23, 2023, the Issuer received the Stockholder Approval and on February 28, 2023, the Conversion Date, the entire aggregate principal amount of the Convertible Note and approximately $8,890 of accrued but unpaid interest thereon was converted into an aggregate of 2,157,006 shares of Common Stock based on a conversion price of $0.40, which represents the lowest price per share paid by investors in a Qualified Financing.

F4 · ownership.nature: The reported shares of common stock, $0.001 par value per share, of the Issuer ("Common Stock"), and warrants to purchase Common Stock are held Bayshore Capital LLC ("Bayshore"). The BJP Revocable Trust dated December 10, 2021 (the "Trust") is the sole member of Bayshore. Mr. Bryan Pascual is the sole trustee and sole lifetime beneficiary of the Trust and may be deemed to beneficially own the Issuer securities held by the Trust. Each of Bayshore, the Trust and Mr. Pascual disclaims beneficial ownership of such securities except to the extent of their respective pecuniary interest therein, and the inclusion of such securities in this report shall not be deemed an admission of beneficial ownership of all of the reported securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.

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February 28, 2023 Filed Mar 3, 2023 02:32 UTC
Prager Paul B.Director · Chief Executive Officer · 10% owner
GrantCommon stock, $0.001 par value per share 2,157,006 Not disclosed Not disclosed
Disclosure

SEC source: 0000950142-23-000561 · es230335674_4-pragerp.xml · nonDerivative · entry 1

Prager Paul B. · CIK 0001877255 · Director · Chief Executive Officer · 10% owner

10b5-1 filing: Not disclosed

Ownership: Indirect · By Allin WULF LLC

Disclosed balance after: 3,545,895

F1 · price: Represents shares of Common Stock received upon conversion of $853,912.33 of convertible notes of the Issuer, together with accrued interest thereon.

F2 · ownership.nature: By Allin WULF LLC ("Allin"). The Reporting Person is the sole manager of Allin and, as a result, may be deemed to beneficially own the shares of the Common Stock held by Allin. The Reporting Person disclaims beneficial ownership of such shares of the Common Stock except to the extent of his pecuniary interest therein, and the inclusion of such shares of the Common Stock in this report shall not be deemed an admission of beneficial ownership of all of the reported shares of the Common Stock for purposes of Section 16 of the Exchange Act, or for any other purpose.

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February 28, 2023 Filed Mar 3, 2023 02:32 UTC
Khan Nazar M.Director · COO & Chief Technology Officer
GrantCommon stock, $0.001 par value per share 2,157,006 Not disclosed Not disclosed
Disclosure

SEC source: 0000950142-23-000560 · es230335673_4-khan.xml · nonDerivative · entry 1

Khan Nazar M. · CIK 0001877476 · Director · COO & Chief Technology Officer

10b5-1 filing: Not disclosed

Ownership: Indirect · By Lake Harriet Holdings, LLC

Disclosed balance after: 4,455,617

F1 · price: Represents shares of Common Stock received upon conversion of $853,912.33 of convertible notes of the Issuer, together with accrued interest thereon.

F2 · ownership.nature: By Lake Harriet Holdings, LLC. The Reporting Person is the sole manager of Lake Harriet Holdings, LLC and, as a result, may be deemed to beneficially own the shares of the Common Stock held by Lake Harriet Holdings, LLC. The Reporting Person disclaims beneficial ownership of the shares of the Common Stock except to the extent of his pecuniary interest therein, and the inclusion of the shares of the Common Stock in this report shall not be deemed an admission of beneficial ownership of all of the reported shares of the Common Stock for purposes of Section 16 of the Securities Exchange of 1934, as amended, or for any other purpose.

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February 28, 2023 Filed Mar 2, 2023 23:13 UTC OtherCommon Stock 2,157,006 $0.40 $862,802.40
Disclosure

SEC source: 0001225208-23-003197 · doc4.xml · nonDerivative · entry 2

Revolve Capital LLC · CIK 0001885427 · 10% owner

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 17,860,622

F2 · kind: On February 28, 2023, a convertible promissory note held by the reporting person in principal amount of $853,912.33, together with accrued and unpaid interest thereon, was automatically converted into 2,157,006 shares of common stock in accordance with its terms, at a conversion price of $0.40.

F2 · price: On February 28, 2023, a convertible promissory note held by the reporting person in principal amount of $853,912.33, together with accrued and unpaid interest thereon, was automatically converted into 2,157,006 shares of common stock in accordance with its terms, at a conversion price of $0.40.

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February 28, 2023 Filed Mar 2, 2023 23:13 UTC OtherCommon Stock 3,134,932 $0.40 $1,253,972.80
Disclosure

SEC source: 0001225208-23-003197 · doc4.xml · nonDerivative · entry 1

Revolve Capital LLC · CIK 0001885427 · 10% owner

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 15,703,616

F1 · kind: On February 28, 2023, a convertible promissory note held by the reporting person in principal amount of $1,250,000, together with accrued and unpaid interest thereon, was automatically converted into 3,134,932 shares of common stock in accordance with its terms, at a conversion price of $0.40.

F1 · price: On February 28, 2023, a convertible promissory note held by the reporting person in principal amount of $1,250,000, together with accrued and unpaid interest thereon, was automatically converted into 3,134,932 shares of common stock in accordance with its terms, at a conversion price of $0.40.

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January 30, 2023 Filed Feb 2, 2023 02:03 UTC GrantWarrants to Purchase Common Stock · Derivative 12,000,000 Not disclosed Not disclosed
Disclosure

SEC source: 0000950142-23-000255 · es230326782_4-stammtisch.xml · derivative · entry 2

Stammtisch Investments LLC · CIK 0001877252 · 10% owner

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 12,000,000

Underlying: Common Stock · 12,000,000 shares

Expires 2023-12-31

F1 · derivative.exercise_price: Represents the surrender of 12,000,000 shares of common stock, $0.001 par value per share, of the Issuer ("Common Stock"), to the Issuer, in exchange for 12,000,000 warrants to purchase shares of Common Stock, at an exercise price of $0.00001 per share. The warrants will be exercisable beginning on the first business day following the date on which the Issuer's shareholders approve an increase in the Issuer's authorized Common Stock. On February 1, 2023, the Issuer filed a preliminary proxy statement to hold a special meeting of its shareholders to amend the Issuer's charter to increase the maximum number of authorized shares of Common Stock from 200,000,000 to 400,000,000.

F1 · price: Represents the surrender of 12,000,000 shares of common stock, $0.001 par value per share, of the Issuer ("Common Stock"), to the Issuer, in exchange for 12,000,000 warrants to purchase shares of Common Stock, at an exercise price of $0.00001 per share. The warrants will be exercisable beginning on the first business day following the date on which the Issuer's shareholders approve an increase in the Issuer's authorized Common Stock. On February 1, 2023, the Issuer filed a preliminary proxy statement to hold a special meeting of its shareholders to amend the Issuer's charter to increase the maximum number of authorized shares of Common Stock from 200,000,000 to 400,000,000.

F1 · derivative.exercise_date: Represents the surrender of 12,000,000 shares of common stock, $0.001 par value per share, of the Issuer ("Common Stock"), to the Issuer, in exchange for 12,000,000 warrants to purchase shares of Common Stock, at an exercise price of $0.00001 per share. The warrants will be exercisable beginning on the first business day following the date on which the Issuer's shareholders approve an increase in the Issuer's authorized Common Stock. On February 1, 2023, the Issuer filed a preliminary proxy statement to hold a special meeting of its shareholders to amend the Issuer's charter to increase the maximum number of authorized shares of Common Stock from 200,000,000 to 400,000,000.

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January 30, 2023 Filed Feb 2, 2023 02:03 UTC Disposition to issuerCommon stock, $0.001 par value per share 12,000,000 Not disclosed Not disclosed
Disclosure

SEC source: 0000950142-23-000255 · es230326782_4-stammtisch.xml · nonDerivative · entry 1

Stammtisch Investments LLC · CIK 0001877252 · 10% owner

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 14,124,121

F1 · price: Represents the surrender of 12,000,000 shares of common stock, $0.001 par value per share, of the Issuer ("Common Stock"), to the Issuer, in exchange for 12,000,000 warrants to purchase shares of Common Stock, at an exercise price of $0.00001 per share. The warrants will be exercisable beginning on the first business day following the date on which the Issuer's shareholders approve an increase in the Issuer's authorized Common Stock. On February 1, 2023, the Issuer filed a preliminary proxy statement to hold a special meeting of its shareholders to amend the Issuer's charter to increase the maximum number of authorized shares of Common Stock from 200,000,000 to 400,000,000.

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January 30, 2023 Filed Feb 2, 2023 02:03 UTC
Prager Paul B.Director · Chief Executive Officer · 10% owner
GrantWarrants to Purchase Common Stock · Derivative 1,190,476 Not disclosed Not disclosed
Disclosure

SEC source: 0000950142-23-000254 · es230326781_4-pragerp.xml · derivative · entry 7

Prager Paul B. · CIK 0001877255 · Director · Chief Executive Officer · 10% owner

10b5-1 filing: Not disclosed

Ownership: Indirect · By Allin WULF LLC

Disclosed balance after: 1,190,476

Underlying: Common Stock · 1,250,000 shares

Expires 2023-12-31

F8 · derivative.exercise_price: Represents the purchase from the Issuer of 1,190,476 warrants to purchase shares of Common Stock, at a price of $1.05 per Warrant for an aggregate purchase price of $1,250,000. The warrants are exercisable at a price of $0.00001 per share.

F8 · price: Represents the purchase from the Issuer of 1,190,476 warrants to purchase shares of Common Stock, at a price of $1.05 per Warrant for an aggregate purchase price of $1,250,000. The warrants are exercisable at a price of $0.00001 per share.

F7 · derivative.exercise_date: The warrants will be exercisable beginning on the first business day following the date on which the Issuer's shareholders approve an increase in the Issuer's authorized Common Stock. On February 1, 2023, the Issuer filed a preliminary proxy statement to hold a special meeting of its shareholders to amend the Issuer's charter to increase the maximum number of authorized shares of Common Stock from 200,000,000 to 400,000,000.

F3 · ownership.nature: By Allin WULF LLC ("Allin"). The Reporting Person is the sole manager of Allin and, as a result, may be deemed to beneficially own the shares of the Common Stock held by Allin. The Reporting Person disclaims beneficial ownership of such shares of the Common Stock except to the extent of his pecuniary interest therein, and the inclusion of such shares of the Common Stock in this report shall not be deemed an admission of beneficial ownership of all of the reported shares of the Common Stock for purposes of Section 16 of the Exchange Act, or for any other purpose.

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January 30, 2023 Filed Feb 2, 2023 02:03 UTC
Prager Paul B.Director · Chief Executive Officer · 10% owner
GrantWarrants to Purchase Common Stock · Derivative 12,000,000 Not disclosed Not disclosed
Disclosure

SEC source: 0000950142-23-000254 · es230326781_4-pragerp.xml · derivative · entry 6

Prager Paul B. · CIK 0001877255 · Director · Chief Executive Officer · 10% owner

10b5-1 filing: Not disclosed

Ownership: Indirect · By Stammtisch Investments LLC

Disclosed balance after: 12,000,000

Underlying: Common Stock · 12,000,000 shares

Expires 2023-12-31

F1 · derivative.exercise_price: Represents the surrender of 12,000,000 shares of common stock, $0.001 par value per share, of the Issuer ("Common Stock"), to the Issuer, in exchange for 12,000,000 warrants to purchase shares of Common Stock, at an exercise price of $0.00001 per share.

F1 · price: Represents the surrender of 12,000,000 shares of common stock, $0.001 par value per share, of the Issuer ("Common Stock"), to the Issuer, in exchange for 12,000,000 warrants to purchase shares of Common Stock, at an exercise price of $0.00001 per share.

F7 · derivative.exercise_date: The warrants will be exercisable beginning on the first business day following the date on which the Issuer's shareholders approve an increase in the Issuer's authorized Common Stock. On February 1, 2023, the Issuer filed a preliminary proxy statement to hold a special meeting of its shareholders to amend the Issuer's charter to increase the maximum number of authorized shares of Common Stock from 200,000,000 to 400,000,000.

F2 · ownership.nature: By Stammtisch Investments LLC ("Stammtisch"). The Reporting Person is the sole manager of Stammtisch and, as a result, may be deemed to beneficially own the shares of the Common Stock held by Stammtisch. The Reporting Person disclaims beneficial ownership of such shares of the Common Stock except to the extent of his pecuniary interest therein, and the inclusion of such shares of the Common Stock in this report shall not be deemed an admission of beneficial ownership of all of the reported shares of the Common Stock for purposes of Section 16 of the Exchange Act, or for any other purpose.

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January 30, 2023 Filed Feb 2, 2023 02:03 UTC
Prager Paul B.Director · Chief Executive Officer · 10% owner
Disposition to issuerCommon stock, $0.001 par value per share 12,000,000 Not disclosed Not disclosed
Disclosure

SEC source: 0000950142-23-000254 · es230326781_4-pragerp.xml · nonDerivative · entry 1

Prager Paul B. · CIK 0001877255 · Director · Chief Executive Officer · 10% owner

10b5-1 filing: Not disclosed

Ownership: Indirect · By Stammtisch Investments LLC

Disclosed balance after: 14,124,121

F1 · price: Represents the surrender of 12,000,000 shares of common stock, $0.001 par value per share, of the Issuer ("Common Stock"), to the Issuer, in exchange for 12,000,000 warrants to purchase shares of Common Stock, at an exercise price of $0.00001 per share.

F2 · ownership.nature: By Stammtisch Investments LLC ("Stammtisch"). The Reporting Person is the sole manager of Stammtisch and, as a result, may be deemed to beneficially own the shares of the Common Stock held by Stammtisch. The Reporting Person disclaims beneficial ownership of such shares of the Common Stock except to the extent of his pecuniary interest therein, and the inclusion of such shares of the Common Stock in this report shall not be deemed an admission of beneficial ownership of all of the reported shares of the Common Stock for purposes of Section 16 of the Exchange Act, or for any other purpose.

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January 30, 2023 Filed Feb 2, 2023 02:02 UTC
Khan Nazar M.Director · COO & Chief Technology Officer
GrantWarrants to Purchase Common Stock · Derivative 1,190,476 Not disclosed Not disclosed
Disclosure

SEC source: 0000950142-23-000253 · es230326780_4-khan.xml · derivative · entry 1

Khan Nazar M. · CIK 0001877476 · Director · COO & Chief Technology Officer

10b5-1 filing: Not disclosed

Ownership: Indirect · By Lake Harriet Holdings, LLC

Disclosed balance after: 1,190,476

Underlying: Common Stock · 1,250,000 shares

Expires 2023-12-31

F1 · derivative.exercise_price: Represents the purchase from the Issuer of 1,190,476 warrants to purchase shares of Common Stock, at a price of $1.05 per Warrant for an aggregate purchase price of $1,250,000. The warrants are exercisable at a price of $0.00001 per share. The warrants will be exercisable beginning on the first business day following the date on which the Issuer's shareholders approve an increase in the Issuer's authorized Common Stock. On February 1, 2023, the Issuer filed a preliminary proxy statement to hold a special meeting of its shareholders to amend the Issuer's charter to increase the maximum number of authorized shares of Common Stock from 200,000,000 to 400,000,000.

F1 · price: Represents the purchase from the Issuer of 1,190,476 warrants to purchase shares of Common Stock, at a price of $1.05 per Warrant for an aggregate purchase price of $1,250,000. The warrants are exercisable at a price of $0.00001 per share. The warrants will be exercisable beginning on the first business day following the date on which the Issuer's shareholders approve an increase in the Issuer's authorized Common Stock. On February 1, 2023, the Issuer filed a preliminary proxy statement to hold a special meeting of its shareholders to amend the Issuer's charter to increase the maximum number of authorized shares of Common Stock from 200,000,000 to 400,000,000.

F1 · derivative.exercise_date: Represents the purchase from the Issuer of 1,190,476 warrants to purchase shares of Common Stock, at a price of $1.05 per Warrant for an aggregate purchase price of $1,250,000. The warrants are exercisable at a price of $0.00001 per share. The warrants will be exercisable beginning on the first business day following the date on which the Issuer's shareholders approve an increase in the Issuer's authorized Common Stock. On February 1, 2023, the Issuer filed a preliminary proxy statement to hold a special meeting of its shareholders to amend the Issuer's charter to increase the maximum number of authorized shares of Common Stock from 200,000,000 to 400,000,000.

F2 · ownership.nature: By Lake Harriet Holdings, LLC. The Reporting Person is the sole manager of Lake Harriet Holdings, LLC and, as a result, may be deemed to beneficially own the shares of the Common Stock held by Lake Harriet Holdings, LLC. The Reporting Person disclaims beneficial ownership of the shares of the Common Stock except to the extent of his pecuniary interest therein, and the inclusion of the shares of the Common Stock in this report shall not be deemed an admission of beneficial ownership of all of the reported shares of the Common Stock for purposes of Section 16 of the Securities Exchange of 1934, as amended, or for any other purpose.

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November 30, 2022 Filed May 2, 2024 23:49 UTC
Prager Paul B.Director · Chief Executive Officer · 10% owner
OtherCommon stock, $0.001 par value per share 600,001 Not disclosed Not disclosed
Disclosure

SEC source: 0001877255-24-000004 · wk-form4_1714693757.xml · nonDerivative · entry 1

Prager Paul B. · CIK 0001877255 · Director · Chief Executive Officer · 10% owner

10b5-1 filing: No plan indicated

Ownership: Indirect · By Stammtisch Investments LLC

Disclosed balance after: 18,868,266

F1 · price: 600,001 shares of common stock, par value $0.001 per share ("Common Stock") were distributed by Stammtisch Investments LLC ("Stammtisch") to one of its members on November 30, 2022.

F2 · ownership.nature: By Stammtisch. The Reporting Person is the sole manager of Stammtisch and, as a result, may be deemed to beneficially own the shares of Common Stock held by Stammtisch. The Reporting Person disclaims beneficial ownership of such shares of Common Stock except to the extent of his pecuniary interest therein, and the inclusion of such shares of Common Stock in this report shall not be deemed an admission of beneficial ownership of all of the reported shares of Common Stock for purposes of Section 16 of the Exchange Act, or for any other purpose.

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October 06, 2022 Filed Oct 11, 2022 19:34 UTC PurchaseWarrants to Purchase Common Stock · Derivative 1,587,302 Not disclosed Strike: $1.93 Not disclosed
Disclosure

SEC source: 0001104659-22-107811 · tm2228048-1_4seq1.xml · derivative · entry 3

Pascual Bryan J. · CIK 0001897085 · 10% owner

Bayshore Capital LLC · CIK 0001885426 · 10% owner

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

10b5-1 filing: Not disclosed

Ownership: Indirect · By LLC

Disclosed balance after: 1,587,302

Underlying: Common Stock · 1,587,302 shares

Expires 2027-10-06

F1 · kind: Represents the purchase of 1,587,302 units of the Issuer ("Units"), with each Unit consisting of one share of Common Stock (defined below) and one warrant to purchase one share of Common Stock ("Warrants"), at a price of $1.26 per Unit for an aggregate purchase price of $2,000,000. The shares of the Common Stock and the Warrants comprising the Units were issued separately and are tradeable separately.

F1 · price: Represents the purchase of 1,587,302 units of the Issuer ("Units"), with each Unit consisting of one share of Common Stock (defined below) and one warrant to purchase one share of Common Stock ("Warrants"), at a price of $1.26 per Unit for an aggregate purchase price of $2,000,000. The shares of the Common Stock and the Warrants comprising the Units were issued separately and are tradeable separately.

F2 · ownership.nature: The reported shares of common stock, $0.001 par value per share, of the Issuer ("Common Stock"), and warrants to purchase Common Stock are held Bayshore Capital LLC ("Bayshore"). The BJP Revocable Trust dated December 10, 2021 (the "Trust") is the sole member of Bayshore. Mr. Bryan Pascual is the sole trustee and sole lifetime beneficiary of the Trust and may be deemed to beneficially own the Issuer securities held by the Trust. Each of Bayshore, the Trust and Mr. Pascual disclaims beneficial ownership of such securities except to the extent of their respective pecuniary interest therein, and the inclusion of such securities in this report shall not be deemed an admission of beneficial ownership of all of the reported securities for purposes of Section 16 of the Securities Exchange of 1934, as amended, or for any other purpose.

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October 06, 2022 Filed Oct 11, 2022 19:34 UTC PurchaseCommon stock, $0.001 par value per share 1,587,302 Not disclosed Not disclosed
Disclosure

SEC source: 0001104659-22-107811 · tm2228048-1_4seq1.xml · nonDerivative · entry 1

Pascual Bryan J. · CIK 0001897085 · 10% owner

Bayshore Capital LLC · CIK 0001885426 · 10% owner

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

10b5-1 filing: Not disclosed

Ownership: Indirect · By LLC

Disclosed balance after: 15,926,342

F1 · kind: Represents the purchase of 1,587,302 units of the Issuer ("Units"), with each Unit consisting of one share of Common Stock (defined below) and one warrant to purchase one share of Common Stock ("Warrants"), at a price of $1.26 per Unit for an aggregate purchase price of $2,000,000. The shares of the Common Stock and the Warrants comprising the Units were issued separately and are tradeable separately.

F1 · price: Represents the purchase of 1,587,302 units of the Issuer ("Units"), with each Unit consisting of one share of Common Stock (defined below) and one warrant to purchase one share of Common Stock ("Warrants"), at a price of $1.26 per Unit for an aggregate purchase price of $2,000,000. The shares of the Common Stock and the Warrants comprising the Units were issued separately and are tradeable separately.

F2 · ownership.nature: The reported shares of common stock, $0.001 par value per share, of the Issuer ("Common Stock"), and warrants to purchase Common Stock are held Bayshore Capital LLC ("Bayshore"). The BJP Revocable Trust dated December 10, 2021 (the "Trust") is the sole member of Bayshore. Mr. Bryan Pascual is the sole trustee and sole lifetime beneficiary of the Trust and may be deemed to beneficially own the Issuer securities held by the Trust. Each of Bayshore, the Trust and Mr. Pascual disclaims beneficial ownership of such securities except to the extent of their respective pecuniary interest therein, and the inclusion of such securities in this report shall not be deemed an admission of beneficial ownership of all of the reported securities for purposes of Section 16 of the Securities Exchange of 1934, as amended, or for any other purpose.

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October 06, 2022 Filed Oct 11, 2022 23:36 UTC
Prager Paul B.Director · Chief Executive Officer · 10% owner
GrantWarrants to Purchase Common Stock · Derivative 1,388,889 Not disclosed Strike: $1.93 Not disclosed
Disclosure

SEC source: 0001104659-22-107814 · tm2228048-3_4seq1.xml · derivative · entry 6

Prager Paul B. · CIK 0001877255 · Director · Chief Executive Officer · 10% owner

10b5-1 filing: Not disclosed

Ownership: Indirect · By Allin WULF LLC

Disclosed balance after: 1,388,889

Underlying: Common Stock · 1,388,889 shares

Expires 2027-10-06

F1 · price: Represents the purchase from the Issuer of 1,388,889 units of the Issuer ("Units"), with each Unit consisting of one share of common stock, $0.001 par value per share, of the Issuer ("Common Stock") and one warrant to purchase one share of Common Stock ("Warrants"), at a price of $1.26 per Unit for an aggregate purchase price of $1,750,000. The shares of the Common Stock and the Warrants comprising the Units were issued separately and are tradeable separately.

F2 · ownership.nature: By Allin WULF LLC ("Allin"). The Reporting Person is the sole manager of Allin and, as a result, may be deemed to beneficially own the shares of the Common Stock held by Allin. The Reporting Person disclaims beneficial ownership of such shares of the Common Stock except to the extent of his pecuniary interest therein, and the inclusion of such shares of the Common Stock in this report shall not be deemed an admission of beneficial ownership of all of the reported shares of the Common Stock for purposes of Section 16 of the Exchange Act, or for any other purpose

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October 06, 2022 Filed Oct 11, 2022 23:36 UTC
Prager Paul B.Director · Chief Executive Officer · 10% owner
GrantCommon stock, $0.001 par value per share 1,388,889 Not disclosed Not disclosed
Disclosure

SEC source: 0001104659-22-107814 · tm2228048-3_4seq1.xml · nonDerivative · entry 1

Prager Paul B. · CIK 0001877255 · Director · Chief Executive Officer · 10% owner

10b5-1 filing: Not disclosed

Ownership: Indirect · By Allin WULF LLC

Disclosed balance after: 1,388,889

F1 · price: Represents the purchase from the Issuer of 1,388,889 units of the Issuer ("Units"), with each Unit consisting of one share of common stock, $0.001 par value per share, of the Issuer ("Common Stock") and one warrant to purchase one share of Common Stock ("Warrants"), at a price of $1.26 per Unit for an aggregate purchase price of $1,750,000. The shares of the Common Stock and the Warrants comprising the Units were issued separately and are tradeable separately.

F2 · ownership.nature: By Allin WULF LLC ("Allin"). The Reporting Person is the sole manager of Allin and, as a result, may be deemed to beneficially own the shares of the Common Stock held by Allin. The Reporting Person disclaims beneficial ownership of such shares of the Common Stock except to the extent of his pecuniary interest therein, and the inclusion of such shares of the Common Stock in this report shall not be deemed an admission of beneficial ownership of all of the reported shares of the Common Stock for purposes of Section 16 of the Exchange Act, or for any other purpose

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October 06, 2022 Filed Oct 11, 2022 23:35 UTC
Khan Nazar M.Director · COO & Chief Technology Officer
GrantWarrants to Purchase Common Stock · Derivative 1,388,889 Not disclosed Strike: $1.93 Not disclosed
Disclosure

SEC source: 0001104659-22-107813 · tm2228048-2_4seq1.xml · derivative · entry 5

Khan Nazar M. · CIK 0001877476 · Director · COO & Chief Technology Officer

10b5-1 filing: Not disclosed

Ownership: Indirect · By Lake Harriet Holdings, LLC

Disclosed balance after: 1,388,889

Underlying: Common Stock · 1,388,889 shares

Expires 2027-10-06

F1 · price: Represents the purchase from the Issuer of 1,388,889 units of the Issuer ("Units"), with each Unit consisting of one share of common stock, $0.001 par value per share, of the Issuer ("Common Stock") and one warrant to purchase one share of Common Stock ("Warrants"), at a price of $1.26 per Unit for an aggregate purchase price of $1,750,000. The shares of the Common Stock and the Warrants comprising the Units were issued separately and are tradeable separately.

F2 · ownership.nature: By Lake Harriet Holdings, LLC. The Reporting Person is the sole manager of Lake Harriet Holdings, LLC and, as a result, may be deemed to beneficially own the shares of the Common Stock held by Lake Harriet Holdings, LLC. The Reporting Person disclaims beneficial ownership of the shares of the Common Stock except to the extent of his pecuniary interest therein, and the inclusion of the shares of the Common Stock in this report shall not be deemed an admission of beneficial ownership of all of the reported shares of the Common Stock for purposes of Section 16 of the Securities Exchange of 1934, as amended, or for any other purpose.

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October 06, 2022 Filed Oct 11, 2022 23:35 UTC
Khan Nazar M.Director · COO & Chief Technology Officer
GrantCommon stock, $0.001 par value per share 1,388,889 Not disclosed Not disclosed
Disclosure

SEC source: 0001104659-22-107813 · tm2228048-2_4seq1.xml · nonDerivative · entry 1

Khan Nazar M. · CIK 0001877476 · Director · COO & Chief Technology Officer

10b5-1 filing: Not disclosed

Ownership: Indirect · By Lake Harriet Holdings, LLC

Disclosed balance after: 2,298,611

F1 · price: Represents the purchase from the Issuer of 1,388,889 units of the Issuer ("Units"), with each Unit consisting of one share of common stock, $0.001 par value per share, of the Issuer ("Common Stock") and one warrant to purchase one share of Common Stock ("Warrants"), at a price of $1.26 per Unit for an aggregate purchase price of $1,750,000. The shares of the Common Stock and the Warrants comprising the Units were issued separately and are tradeable separately.

F2 · ownership.nature: By Lake Harriet Holdings, LLC. The Reporting Person is the sole manager of Lake Harriet Holdings, LLC and, as a result, may be deemed to beneficially own the shares of the Common Stock held by Lake Harriet Holdings, LLC. The Reporting Person disclaims beneficial ownership of the shares of the Common Stock except to the extent of his pecuniary interest therein, and the inclusion of the shares of the Common Stock in this report shall not be deemed an admission of beneficial ownership of all of the reported shares of the Common Stock for purposes of Section 16 of the Securities Exchange of 1934, as amended, or for any other purpose.

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October 06, 2022 Filed Oct 11, 2022 20:05 UTC PurchaseWarrant (Right to buy) · Derivative 1,587,302 Not disclosed Strike: $1.93 Not disclosed
Disclosure

SEC source: 0001225208-22-010935 · doc4.xml · derivative · entry 2

Revolve Capital LLC · CIK 0001885427 · 10% owner

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 1,587,302

Underlying: Common Stock · 1,587,302 shares

Expires 2027-10-06

F1 · price: The reported securities are included within 1,587,302 Units purchased by the reporting person for $1.26 per Unit. Each Unit consists of one share of common stock and one warrant to purchase one share of common stock.

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October 06, 2022 Filed Oct 11, 2022 20:05 UTC PurchaseCommon Stock 1,587,302 $0.00 $0.00
Disclosure

SEC source: 0001225208-22-010935 · doc4.xml · nonDerivative · entry 1

Revolve Capital LLC · CIK 0001885427 · 10% owner

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 12,568,684

F1 · price: The reported securities are included within 1,587,302 Units purchased by the reporting person for $1.26 per Unit. Each Unit consists of one share of common stock and one warrant to purchase one share of common stock.

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September 29, 2022 Filed Oct 4, 2022 00:23 UTC
Khan Nazar M.Director · COO & Chief Technology Officer
OtherCommon stock, $0.001 par value per share 3,804,682 Not disclosed Not disclosed
Disclosure

SEC source: 0001104659-22-105457 · tm2227363-3_4seq1.xml · nonDerivative · entry 1

Khan Nazar M. · CIK 0001877476 · Director · COO & Chief Technology Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 3,805,182

F1 · price: The shares were received in connection with a distribution from Stammtisch Investments LLC on September 29, 2022.

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September 29, 2022 Filed Oct 4, 2022 00:21 UTC
Prager Paul B.Director · Chief Executive Officer · 10% owner
OtherCommon stock, $0.001 par value per share 4,755,852 Not disclosed Not disclosed
Disclosure

SEC source: 0001104659-22-105458 · tm2227363-1_4seq1.xml · nonDerivative · entry 1

Prager Paul B. · CIK 0001877255 · Director · Chief Executive Officer · 10% owner

10b5-1 filing: Not disclosed

Ownership: Indirect · By Stammtisch Investments LLC

Disclosed balance after: 26,124,121

F1 · price: The shares were distributed by Stammtisch Investments LLC ("Stammtisch") to certain of its members on September 29, 2022. The Reporting Person is the sole manager of Stammtisch and, as a result, may be deemed to beneficially own the shares of the Common Stock held by Stammtisch. The Reporting Person disclaims beneficial ownership of such shares of the Common Stock except to the extent of his pecuniary interest therein, and the inclusion of such shares of the Common Stock in this report shall not be deemed an admission of beneficial ownership of all of the reported shares of the Common Stock for purposes of Section 16 of the Exchange Act, or for any other purpose.

F1 · ownership.nature: The shares were distributed by Stammtisch Investments LLC ("Stammtisch") to certain of its members on September 29, 2022. The Reporting Person is the sole manager of Stammtisch and, as a result, may be deemed to beneficially own the shares of the Common Stock held by Stammtisch. The Reporting Person disclaims beneficial ownership of such shares of the Common Stock except to the extent of his pecuniary interest therein, and the inclusion of such shares of the Common Stock in this report shall not be deemed an admission of beneficial ownership of all of the reported shares of the Common Stock for purposes of Section 16 of the Exchange Act, or for any other purpose.

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September 29, 2022 Filed Oct 4, 2022 00:19 UTC
Langlais Kerri M.Director · Chief Strategy Officer
OtherCommon Stock, $0.001 par value per share 432,350 Not disclosed Not disclosed
Disclosure

SEC source: 0001104659-22-105455 · tm2227363-2_4seq1.xml · nonDerivative · entry 1

Langlais Kerri M. · CIK 0001877257 · Director · Chief Strategy Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 432,350

F1 · price: The shares were received in connection with a distribution from Stammtisch Investments LLC on September 29, 2022.

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September 02, 2022 Filed Sep 2, 2022 21:18 UTC
Prager Paul B.Director · Chief Executive Officer · 10% owner
GrantCommon stock, $0.001 par value per share 8,510,638 Not disclosed Not disclosed
Disclosure

SEC source: 0001104659-22-097573 · tm2224998-1_4seq1.xml · nonDerivative · entry 1

Prager Paul B. · CIK 0001877255 · Director · Chief Executive Officer · 10% owner

10b5-1 filing: Not disclosed

Ownership: Indirect · By Somerset Operating Company, LLC

Disclosed balance after: 8,510,638

F2 · price: By Lucky Liefern LLC. The Reporting Person is the sole manager of Lucky Liefern LLC and, as a result, may be deemed to beneficially own the shares of the Common Stock held by Lucky Liefern LLC. The Reporting Person disclaims beneficial ownership of such shares of the Common Stock except to the extent of his pecuniary interest therein, and the inclusion of such shares of the Common Stock in this report shall not be deemed an admission of beneficial ownership of all of the reported shares of the Common Stock for purposes of Section 16 of the Exchange Act, or for any other purpose.

F1 · ownership.nature: The shares were issued to Somerset Operating Company, LLC ("Somerset") in lieu of cash in connection with that certain Second Amendment to Lease Agreement, dated as of July 1, 2022, between Somerset and Lake Mariner Data LLC, a subsidiary of TeraWulf Inc. The Reporting Person is the sole manager of Somerset and, as a result, may be deemed to beneficially own the shares of Common Stock held by Somerset. The Reporting Person disclaims beneficial ownership of such shares of Common Stock except to the extent of his pecuniary interest therein, and the inclusion of such shares of Common Stock in this report shall not be deemed an admission of beneficial ownership of all of the reported shares of Common Stock for purposes of Section 16 of the Exchange Act, or for any other purpose. Any proceeds from future sales of the shares of Common Stock are expected to be used to pay operating expenses of Somerset and its commonly-controlled affiliates.

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June 30, 2022 Filed Jul 7, 2023 22:00 UTC PurchaseCommon Stock 3,488 $1.25 $4,360.00
Disclosure

SEC source: 0001104659-23-079219 · tm2320815-1_4seq1.xml · nonDerivative · entry 2

Carter Walter E. · CIK 0001877260 · Director

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 161,185

F1 · kind: In connection with this acquisition transaction reported on this Form 4, the Reporting Person has voluntarily remitted the appropriate profits to the Issuer with respect to such shares.

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June 27, 2022 Filed Jul 7, 2023 22:00 UTC PurchaseCommon Stock 2,000 $1.56 $3,120.00
Disclosure

SEC source: 0001104659-23-079219 · tm2320815-1_4seq1.xml · nonDerivative · entry 1

Carter Walter E. · CIK 0001877260 · Director

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 157,697

F1 · kind: In connection with this acquisition transaction reported on this Form 4, the Reporting Person has voluntarily remitted the appropriate profits to the Issuer with respect to such shares.

Read SEC document
June 22, 2022 Filed Jun 24, 2022 14:41 UTC GrantRestricted Stock Units · Derivative 101,260 $0.00 $0.00
Disclosure

SEC source: 0001104659-22-074167 · tm2219367-6_4seq1.xml · derivative · entry 1

Pincus Steven T. · CIK 0001877629 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 101,260

Underlying: Common Stock · 101,260 shares

Expires not disclosed

F1 · derivative.exercise_price: Each Restricted Stock Unit represents a contingent right to receive one share of the Issuer's common stock, $0.001 par value per share.

F2 · derivative.exercise_date: The restricted stock units vest upon the first anniversary of June 22, 2022, subject to the Reporting Person's continued employment or service with the Issuer through each such date.

F2 · derivative.expiration_date: The restricted stock units vest upon the first anniversary of June 22, 2022, subject to the Reporting Person's continued employment or service with the Issuer through each such date.

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June 22, 2022 Filed Jun 24, 2022 14:40 UTC GrantRestricted Stock Units · Derivative 67,703 $0.00 $0.00
Disclosure

SEC source: 0001104659-22-074166 · tm2219367-5_4seq1.xml · derivative · entry 1

Bucella Michael C. · CIK 0001915351 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 67,703

Underlying: Common Stock · 67,703 shares

Expires not disclosed

F1 · derivative.exercise_price: Each Restricted Stock Unit represents a contingent right to receive one share of the Issuer's common stock, $0.001 par value per share.

F2 · derivative.exercise_date: The restricted stock units vest upon the first anniversary of June 22, 2022, subject to the Reporting Person's continued employment or service with the Issuer through each such date.

F2 · derivative.expiration_date: The restricted stock units vest upon the first anniversary of June 22, 2022, subject to the Reporting Person's continued employment or service with the Issuer through each such date.

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June 22, 2022 Filed Jun 24, 2022 14:39 UTC GrantRestricted Stock Units · Derivative 79,248 $0.00 $0.00
Disclosure

SEC source: 0001104659-22-074165 · tm2219367-4_4seq1.xml · derivative · entry 1

New Jason Griffin · CIK 0001443769 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 79,248

Underlying: Common Stock · 79,248 shares

Expires not disclosed

F1 · derivative.exercise_price: Each Restricted Stock Unit represents a contingent right to receive one share of the Issuer's common stock, $0.001 par value per share.

F2 · derivative.exercise_date: The restricted stock units vest upon the first anniversary of June 22, 2022, subject to the Reporting Person's continued employment or service with the Issuer through each such date.

F2 · derivative.expiration_date: The restricted stock units vest upon the first anniversary of June 22, 2022, subject to the Reporting Person's continued employment or service with the Issuer through each such date.

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June 22, 2022 Filed Jun 24, 2022 14:37 UTC GrantRestricted Stock Units · Derivative 79,248 $0.00 $0.00
Disclosure

SEC source: 0001104659-22-074164 · tm2219367-3_4seq1.xml · derivative · entry 1

Prager Lisa A. · CIK 0001877256 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 79,248

Underlying: Common Stock · 79,248 shares

Expires not disclosed

F1 · derivative.exercise_price: Each Restricted Stock Unit represents a contingent right to receive one share of the Issuer's common stock, $0.001 par value per share.

F2 · derivative.exercise_date: The restricted stock units vest upon the first anniversary of June 22, 2022, subject to the Reporting Person's continued employment or service with the Issuer through each such date.

F2 · derivative.expiration_date: The restricted stock units vest upon the first anniversary of June 22, 2022, subject to the Reporting Person's continued employment or service with the Issuer through each such date.

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June 22, 2022 Filed Jun 24, 2022 14:36 UTC GrantRestricted Stock Units · Derivative 79,248 $0.00 $0.00
Disclosure

SEC source: 0001104659-22-074163 · tm2219367-2_4seq1.xml · derivative · entry 1

Motz Catherine J. · CIK 0001877502 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 79,248

Underlying: Common Stock · 79,248 shares

Expires not disclosed

F1 · derivative.exercise_price: Each Restricted Stock Unit represents a contingent right to receive one share of the Issuer's common stock, $0.001 par value per share.

F2 · derivative.exercise_date: The restricted stock units vest upon the first anniversary of June 22, 2022, subject to the Reporting Person's continued employment or service with the Issuer through each such date.

F2 · derivative.expiration_date: The restricted stock units vest upon the first anniversary of June 22, 2022, subject to the Reporting Person's continued employment or service with the Issuer through each such date.

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June 22, 2022 Filed Jun 24, 2022 14:35 UTC GrantRestricted Stock Units · Derivative 79,248 $0.00 $0.00
Disclosure

SEC source: 0001104659-22-074162 · tm2219367-1_4seq1.xml · derivative · entry 1

Carter Walter E. · CIK 0001877260 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 79,248

Underlying: Common Stock · 79,248 shares

Expires not disclosed

F1 · derivative.exercise_price: Each Restricted Stock Unit represents a contingent right to receive one share of the Issuer's common stock, $0.001 par value per share.

F2 · derivative.exercise_date: The restricted stock units vest upon the first anniversary of June 22, 2022, subject to the Reporting Person's continued employment or service with the Issuer through each such date.

F2 · derivative.expiration_date: The restricted stock units vest upon the first anniversary of June 22, 2022, subject to the Reporting Person's continued employment or service with the Issuer through each such date.

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May 16, 2022 Filed May 18, 2022 22:53 UTC
Deane Kenneth JChief Accounting Officer
GrantRestricted Stock Units · Derivative 300,000 $0.00 $0.00
Disclosure

SEC source: 0001104659-22-062601 · tm2215914-1_4seq1.xml · derivative · entry 1

Deane Kenneth J · CIK 0001389893 · Chief Accounting Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 300,000

Underlying: Common Stock · 300,000 shares

Expires not disclosed

F1 · derivative.exercise_price: Each Restricted Stock Unit represents a contingent right to receive one share of the Issuer's common stock, $0.001 par value per share.

F2 · derivative.exercise_date: The Restricted Stock Units vest in three equal installments upon each of the first three anniversaries of May 16, 2022, subject to the Reporting Person's continued employment or service with the Issuer through each such date.

F2 · derivative.expiration_date: The Restricted Stock Units vest in three equal installments upon each of the first three anniversaries of May 16, 2022, subject to the Reporting Person's continued employment or service with the Issuer through each such date.

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May 16, 2022 Filed May 18, 2022 22:52 UTC
Fleury PatrickChief Financial Officer
GrantRestricted Stock Units · Derivative 1,000,000 $0.00 $0.00
Disclosure

SEC source: 0001104659-22-062599 · tm2215914-2_4seq1.xml · derivative · entry 2

Fleury Patrick · CIK 0001652256 · Chief Financial Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 1,000,000

Underlying: Common Stock · 1,000,000 shares

Expires not disclosed

F2 · derivative.exercise_price: Each Restricted Stock Unit represents a contingent right to receive one share of Common Stock.

F3 · derivative.exercise_date: The Reporting Person received Restricted Stock Units subject to a three-year vesting schedule, 25% vesting upon each of the first two anniversaries of May 16, 2022 and the remaining 50% vesting upon the third anniversary of May 16, 2022, in each case, subject to the Reporting Person's continued employment or service with the Issuer through each such date.

F3 · derivative.expiration_date: The Reporting Person received Restricted Stock Units subject to a three-year vesting schedule, 25% vesting upon each of the first two anniversaries of May 16, 2022 and the remaining 50% vesting upon the third anniversary of May 16, 2022, in each case, subject to the Reporting Person's continued employment or service with the Issuer through each such date.

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April 11, 2022 Filed Apr 13, 2022 17:18 UTC PurchaseCommon stock, $0.001 par value per share 158,629 $7.88 $1,249,996.52
Disclosure

SEC source: 0001104659-22-045557 · tm2212667-1_4seq1.xml · nonDerivative · entry 1

Pascual Bryan J. · CIK 0001897085 · 10% owner

Bayshore Capital LLC · CIK 0001885426 · 10% owner

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

10b5-1 filing: Not disclosed

Ownership: Indirect · By LLC

Disclosed balance after: 14,339,040

F1 · ownership.nature: The reported shares of common stock, $0.001 par value per share, of the Issuer ("Common Stock") are held Bayshore Capital LLC ("Bayshore"). The BJP Revocable Trust dated December 10, 2021 (the "Trust") is the sole member of Bayshore. Mr. Bryan Pascual is the sole trustee and sole lifetime beneficiary of the Trust and may be deemed to beneficially own the shares of Common Stock held by the Trust. Each of Bayshore, the Trust and Mr. Pascual disclaims beneficial ownership of such shares except to the extent of their respective pecuniary interest therein, and the inclusion of such shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 of the Securities Exchange of 1934, as amended, or for any other purpose.

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April 11, 2022 Filed Apr 13, 2022 21:12 UTC
Prager Paul B.Director · Chief Executive Officer · 10% owner
PurchaseCommon stock, $0.001 par value per share 317,259 $7.88 $2,500,000.92
Disclosure

SEC source: 0001104659-22-045553 · tm2212667-2_4seq1.xml · nonDerivative · entry 1

Prager Paul B. · CIK 0001877255 · Director · Chief Executive Officer · 10% owner

10b5-1 filing: Not disclosed

Ownership: Indirect · By Lucky Liefern LLC

Disclosed balance after: 654,706

F1 · ownership.nature: By Lucky Liefern LLC. The Reporting Person is the sole manager of Lucky Liefern LLC and, as a result, may be deemed to beneficially own the shares of the Common Stock held by Lucky Liefern LLC.The Reporting Person disclaims beneficial ownership of such shares of the Common Stock except to the extent of his pecuniary interest therein, and the inclusion of such shares of the Common Stock in this report shall not be deemed an admission of beneficial ownership of all of the reported shares of the Common Stock for purposes of Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"),or for any other purpose. These shares of Common Stock were purchased by Lucky Liefern directly from the issuer in transactions at a weighted average price of $7.76 per share.

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April 11, 2022 Filed Apr 13, 2022 15:49 UTC PurchaseCommon Stock 158,629 $7.88 $1,249,996.52
Disclosure

SEC source: 0001225208-22-005821 · doc4.xml · nonDerivative · entry 1

Revolve Capital LLC · CIK 0001885427 · 10% owner

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 10,981,382

Read SEC document
March 30, 2022 Filed Jun 23, 2022 19:08 UTC Amendment Disposition to issuerCommon stock, $0.001 par value per share 5,529 $8.46 $46,775.34
Disclosure

SEC source: 0000950142-22-002005 · es220264775_4a-carter.xml · nonDerivative · entry 4

Carter Walter E. · CIK 0001877260 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 21,862

F3 · kind: In connection with this disposition transaction reported on this Form 4, the Reporting Person has agreed to voluntarily remit appropriate profits, if any, to the Issuer, with respect to such shares.

F4 · price: The transaction was executed in multiple trades at prices ranging from $8.45 to $8.47. The price reported above reflects the weighted average purchase prices on the date indicated. The Reporting Person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transactions were effected.

F3 · acquired: In connection with this disposition transaction reported on this Form 4, the Reporting Person has agreed to voluntarily remit appropriate profits, if any, to the Issuer, with respect to such shares.

Read SEC document
March 16, 2022 Filed Mar 18, 2022 21:12 UTC PurchaseSeries A Convertible Preferred Stock · Derivative 2,500 $1,000.00 $2,500,000.00
Disclosure

SEC source: 0001225208-22-004906 · doc4.xml · derivative · entry 1

Revolve Capital LLC · CIK 0001885427 · 10% owner

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 2,500

Underlying: Common Stock · 250,000 shares

Expires not disclosed

F1 · derivative.exercise_price: Each holder of shares of the Issuer's Series A Convertible Preferred Stock (the "Preferred Stock") has the right, at its option and at any time, to convert all or a portion of the shares of Preferred Stock that it holds into a number of shares of Common Stock equal to the quotient obtained by dividing (i) the sum of (x) the Liquidation Preference (as defined in the Certificate of Designations governing the Preferred Stock (the "Certificate"), initially $1,000) and (y) an amount equal to accumulated and unpaid Regular Dividends (as defined in the Certificate) on such share of Preferred Stock, by (ii) the Conversion Price (as defined in the Certificate) in effect at such time, subject to customary antidilution adjustments, including in the event of any stock split, stock dividend, recapitalization or similar events. As of the date of the event requiring the filing of this report, 2,500 shares of Preferred Stock reported on this report are convertible into 250,000 shares of Common Stock.

F1 · derivative.exercise_date: Each holder of shares of the Issuer's Series A Convertible Preferred Stock (the "Preferred Stock") has the right, at its option and at any time, to convert all or a portion of the shares of Preferred Stock that it holds into a number of shares of Common Stock equal to the quotient obtained by dividing (i) the sum of (x) the Liquidation Preference (as defined in the Certificate of Designations governing the Preferred Stock (the "Certificate"), initially $1,000) and (y) an amount equal to accumulated and unpaid Regular Dividends (as defined in the Certificate) on such share of Preferred Stock, by (ii) the Conversion Price (as defined in the Certificate) in effect at such time, subject to customary antidilution adjustments, including in the event of any stock split, stock dividend, recapitalization or similar events. As of the date of the event requiring the filing of this report, 2,500 shares of Preferred Stock reported on this report are convertible into 250,000 shares of Common Stock.

F2 · derivative.expiration_date: The Preferred Stock does not expire.

Read SEC document
March 15, 2022 Filed Mar 17, 2022 13:42 UTC PurchaseSeries A Convertible Preferred Stock · Derivative 2,500 $1,000.00 $2,500,000.00
Disclosure

SEC source: 0001104659-22-034909 · tm229568-5_4seq1.xml · derivative · entry 2

Pascual Bryan J. · CIK 0001897085 · 10% owner

Bayshore Capital LLC · CIK 0001885426 · 10% owner

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

10b5-1 filing: Not disclosed

Ownership: Indirect · By Trust

Disclosed balance after: 2,500

Underlying: Common Stock · 250,000 shares

Expires not disclosed

F3 · derivative.exercise_price: Each holder of shares of the Issuer's Series A Convertible Preferred Stock (the "Preferred Stock") has the right, at its option and at any time, to convert all or a portion of the shares of Preferred Stock that it holds into a number of shares of Common Stock equal to the quotient obtained by dividing (i) the sum of (x) the Liquidation Preference (as defined in the Certificate of Designations governing the Preferred Stock, initially $1,000) and (y) an amount equal to accumulated and unpaid Regular Dividends (as defined in the Certificate of Designations) on such shares of Preferred Stock, by (ii) the Conversion Price (as defined in the Certificate of Designations) in effect at such time, subject to customary antidilution adjustments, including in the event of any stock split, stock dividend, recapitalization or similar events.

F4 · derivative.exercise_price: As of the date of the event requiring the filing of this report, the 2,500 shares of Preferred Stock reported on this report are convertible into 250,000 shares of Common Stock. The Issuer's Preferred Stock does not expire.

F3 · derivative.exercise_date: Each holder of shares of the Issuer's Series A Convertible Preferred Stock (the "Preferred Stock") has the right, at its option and at any time, to convert all or a portion of the shares of Preferred Stock that it holds into a number of shares of Common Stock equal to the quotient obtained by dividing (i) the sum of (x) the Liquidation Preference (as defined in the Certificate of Designations governing the Preferred Stock, initially $1,000) and (y) an amount equal to accumulated and unpaid Regular Dividends (as defined in the Certificate of Designations) on such shares of Preferred Stock, by (ii) the Conversion Price (as defined in the Certificate of Designations) in effect at such time, subject to customary antidilution adjustments, including in the event of any stock split, stock dividend, recapitalization or similar events.

F4 · derivative.exercise_date: As of the date of the event requiring the filing of this report, the 2,500 shares of Preferred Stock reported on this report are convertible into 250,000 shares of Common Stock. The Issuer's Preferred Stock does not expire.

F3 · derivative.expiration_date: Each holder of shares of the Issuer's Series A Convertible Preferred Stock (the "Preferred Stock") has the right, at its option and at any time, to convert all or a portion of the shares of Preferred Stock that it holds into a number of shares of Common Stock equal to the quotient obtained by dividing (i) the sum of (x) the Liquidation Preference (as defined in the Certificate of Designations governing the Preferred Stock, initially $1,000) and (y) an amount equal to accumulated and unpaid Regular Dividends (as defined in the Certificate of Designations) on such shares of Preferred Stock, by (ii) the Conversion Price (as defined in the Certificate of Designations) in effect at such time, subject to customary antidilution adjustments, including in the event of any stock split, stock dividend, recapitalization or similar events.

F4 · derivative.expiration_date: As of the date of the event requiring the filing of this report, the 2,500 shares of Preferred Stock reported on this report are convertible into 250,000 shares of Common Stock. The Issuer's Preferred Stock does not expire.

F5 · ownership.nature: The reported shares of Preferred Stock are held by the BJP Revocable Trust dated December 10, 2021 (the "Trust"). Mr. Bryan Pascual is the sole trustee and sole lifetime beneficiary of the Trust and may be deemed to beneficially own the shares of Preferred Stock held by the Trust. Each of the Trust and Mr. Pascual disclaims beneficial ownership of such shares except to the extent of their respective pecuniary interest therein, and the inclusion of such shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 of the Securities Exchange of 1934, as amended, or for any other purpose.

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March 15, 2022 Filed Mar 17, 2022 13:42 UTC OtherCommon stock, $0.001 par value per share 3,542,021 $0.00 $0.00
Disclosure

SEC source: 0001104659-22-034909 · tm229568-5_4seq1.xml · nonDerivative · entry 1

Pascual Bryan J. · CIK 0001897085 · 10% owner

Bayshore Capital LLC · CIK 0001885426 · 10% owner

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

10b5-1 filing: Not disclosed

Ownership: Indirect · By LLC

Disclosed balance after: 14,180,411

F1 · kind: Represents a pro rata distribution for no additional consideration (the "Distribution") of 3,542,021 shares of common stock, $0.001 par value per share, of TeraWulf Inc. ("Common Stock") previously held by Bayshore Capital LLC ("Bayshore") to certain of its members, none of which are beneficially owned by Mr. Bryan Pascual. The Trust (defined below), of which Mr. Bryan Pascual is the sole trustee and sole lifetime beneficiary, is the controlling member of Bayshore and therefore Mr. Bryan Pascual continues to beneficially own the 14,180,411 shares of Common Stock held by Bayshore following the Distribution.

F1 · price: Represents a pro rata distribution for no additional consideration (the "Distribution") of 3,542,021 shares of common stock, $0.001 par value per share, of TeraWulf Inc. ("Common Stock") previously held by Bayshore Capital LLC ("Bayshore") to certain of its members, none of which are beneficially owned by Mr. Bryan Pascual. The Trust (defined below), of which Mr. Bryan Pascual is the sole trustee and sole lifetime beneficiary, is the controlling member of Bayshore and therefore Mr. Bryan Pascual continues to beneficially own the 14,180,411 shares of Common Stock held by Bayshore following the Distribution.

F2 · ownership.nature: Prior to the Distribution, the reported shares of Common Stock were previously directly held by Bayshore. The Trust (defined below) is the controlling member of Bayshore. Each of Bayshore and Mr. Pascual disclaims beneficial ownership of such shares except to the extent of their respective pecuniary interest therein, and the inclusion of such shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 of the Securities Exchange of 1934, as amended, or for any other purpose.

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March 15, 2022 Filed Mar 17, 2022 17:46 UTC
Prager Paul B.Director · Chief Executive Officer · 10% owner
PurchaseCommon stock, $0.001 par value per share 396,447 $7.76 $3,076,428.72
Disclosure

SEC source: 0001104659-22-034912 · tm229568d2_4seq1.xml · nonDerivative · entry 1

Prager Paul B. · CIK 0001877255 · Director · Chief Executive Officer · 10% owner

10b5-1 filing: Not disclosed

Ownership: Indirect · By Lucky Liefern LLC

Disclosed balance after: 712,447

F1 · ownership.nature: By Lucky Liefern LLC. The Reporting Person is the sole manager of Lucky Liefern LLC and, as a result, may be deemed to beneficially own the shares of the Common Stock held by Lucky Liefern LLC. The Reporting Person disclaims beneficial ownership of such shares of the Common Stock except to the extent of his pecuniary interest therein, and the inclusion of such shares of the Common Stock in this report shall not be deemed an admission of beneficial ownership of all of the reported shares of the Common Stock for purposes of Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or for any other purpose. 271. These shares of Common Stock were purchased by Lucky Liefern directly from the issuer in transactions at a weighted average price of $7.76 per share.

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March 15, 2022 Filed Mar 17, 2022 17:24 UTC
Langlais Kerri M.Director · Chief Strategy Officer
GrantSeries A Convertible Stock · Derivative 251 $1,000.00 $251,000.00
Disclosure

SEC source: 0001104659-22-034899 · tm229568-3_4seq1.xml · derivative · entry 1

Langlais Kerri M. · CIK 0001877257 · Director · Chief Strategy Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 251

Underlying: Common Stock · 25,100 shares

Expires not disclosed

F1 · derivative.exercise_price: Each holder of shares of the Issuer's Series A Convertible Preferred Stock (the "Preferred Stock") has the right, at its option and at any time, to convert all or a portion of the shares of Preferred Stock that it holds into a number of shares of Common Stock equal to the quotient obtained by dividing (i) the sum of (x) the Liquidation Preference (as defined in the Certificate of Designations governing the Preferred Stock, initially $1,000) and (y) an amount equal to accumulated and unpaid Regular Dividends (as defined in the Certificate of Designations) on such shares of Preferred Stock, by (ii) the Conversion Price (as defined in the Certificate of Designations) in effect at such time, subject to customary antidilution adjustments, including in the event of any stock split, stock dividend, recapitalization or similar events.

F2 · derivative.exercise_price: As of the date of the event requiring the filing of this report, the 251 shares of Preferred Stock reported on this report are convertible into 25,100 shares of Common Stock. The Issuer's Preferred Stock does not expire.

F1 · derivative.exercise_date: Each holder of shares of the Issuer's Series A Convertible Preferred Stock (the "Preferred Stock") has the right, at its option and at any time, to convert all or a portion of the shares of Preferred Stock that it holds into a number of shares of Common Stock equal to the quotient obtained by dividing (i) the sum of (x) the Liquidation Preference (as defined in the Certificate of Designations governing the Preferred Stock, initially $1,000) and (y) an amount equal to accumulated and unpaid Regular Dividends (as defined in the Certificate of Designations) on such shares of Preferred Stock, by (ii) the Conversion Price (as defined in the Certificate of Designations) in effect at such time, subject to customary antidilution adjustments, including in the event of any stock split, stock dividend, recapitalization or similar events.

F2 · derivative.exercise_date: As of the date of the event requiring the filing of this report, the 251 shares of Preferred Stock reported on this report are convertible into 25,100 shares of Common Stock. The Issuer's Preferred Stock does not expire.

F1 · derivative.expiration_date: Each holder of shares of the Issuer's Series A Convertible Preferred Stock (the "Preferred Stock") has the right, at its option and at any time, to convert all or a portion of the shares of Preferred Stock that it holds into a number of shares of Common Stock equal to the quotient obtained by dividing (i) the sum of (x) the Liquidation Preference (as defined in the Certificate of Designations governing the Preferred Stock, initially $1,000) and (y) an amount equal to accumulated and unpaid Regular Dividends (as defined in the Certificate of Designations) on such shares of Preferred Stock, by (ii) the Conversion Price (as defined in the Certificate of Designations) in effect at such time, subject to customary antidilution adjustments, including in the event of any stock split, stock dividend, recapitalization or similar events.

F2 · derivative.expiration_date: As of the date of the event requiring the filing of this report, the 251 shares of Preferred Stock reported on this report are convertible into 25,100 shares of Common Stock. The Issuer's Preferred Stock does not expire.

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March 15, 2022 Filed Mar 17, 2022 17:20 UTC GrantSeries A Convertible Stock · Derivative 500 $1,000.00 $500,000.00
Disclosure

SEC source: 0001104659-22-034896 · tm229568d4_4seq1.xml · derivative · entry 1

New Jason Griffin · CIK 0001443769 · Director

10b5-1 filing: Not disclosed

Ownership: Indirect · By Y Club 101, LLC

Disclosed balance after: 500

Underlying: Common Stock · 50,000 shares

Expires not disclosed

F1 · derivative.exercise_price: Each holder of shares of the Issuer's Series A Convertible Preferred Stock (the "Preferred Stock") has the right, at its option and at any time, to convert all or a portion of the shares of Preferred Stock that it holds into a number of shares of Common Stock equal to the quotient obtained by dividing (i) the sum of (x) the Liquidation Preference (as defined in the Certificate of Designations governing the Preferred Stock, initially $1,000) and (y) an amount equal to accumulated and unpaid Regular Dividends (as defined in the Certificate of Designations) on such shares of Preferred Stock, by (ii) the Conversion Price (as defined in the Certificate of Designations) in effect at such time, subject to customary antidilution adjustments, including in the event of any stock split, stock dividend, recapitalization or similar events.

F2 · derivative.exercise_price: As of the date of the event requiring the filing of this report, the 50 shares of Preferred Stock reported on this report are convertible into 50,000 shares of Common Stock. The Issuer's Preferred Stock does not expire.

F1 · derivative.exercise_date: Each holder of shares of the Issuer's Series A Convertible Preferred Stock (the "Preferred Stock") has the right, at its option and at any time, to convert all or a portion of the shares of Preferred Stock that it holds into a number of shares of Common Stock equal to the quotient obtained by dividing (i) the sum of (x) the Liquidation Preference (as defined in the Certificate of Designations governing the Preferred Stock, initially $1,000) and (y) an amount equal to accumulated and unpaid Regular Dividends (as defined in the Certificate of Designations) on such shares of Preferred Stock, by (ii) the Conversion Price (as defined in the Certificate of Designations) in effect at such time, subject to customary antidilution adjustments, including in the event of any stock split, stock dividend, recapitalization or similar events.

F2 · derivative.exercise_date: As of the date of the event requiring the filing of this report, the 50 shares of Preferred Stock reported on this report are convertible into 50,000 shares of Common Stock. The Issuer's Preferred Stock does not expire.

F1 · derivative.expiration_date: Each holder of shares of the Issuer's Series A Convertible Preferred Stock (the "Preferred Stock") has the right, at its option and at any time, to convert all or a portion of the shares of Preferred Stock that it holds into a number of shares of Common Stock equal to the quotient obtained by dividing (i) the sum of (x) the Liquidation Preference (as defined in the Certificate of Designations governing the Preferred Stock, initially $1,000) and (y) an amount equal to accumulated and unpaid Regular Dividends (as defined in the Certificate of Designations) on such shares of Preferred Stock, by (ii) the Conversion Price (as defined in the Certificate of Designations) in effect at such time, subject to customary antidilution adjustments, including in the event of any stock split, stock dividend, recapitalization or similar events.

F2 · derivative.expiration_date: As of the date of the event requiring the filing of this report, the 50 shares of Preferred Stock reported on this report are convertible into 50,000 shares of Common Stock. The Issuer's Preferred Stock does not expire.

F3 · ownership.nature: By Y Club 101, LLC. The Reporting Person is a managing member of Y Club 101, LLC and, as a result, may be deemed to beneficially own the shares of the Preferred Stock held by Y Club 101, LLC. The Reporting Person disclaims beneficial ownership of such shares of the Preferred Stock except to the extent of his pecuniary interest therein, and the inclusion of such shares of the Preferred Stock in this report shall not be deemed an admission of beneficial ownership of all of the reported shares of the Preferred Stock for purposes of Section 16 of the Exchange Act, or for any other purpose.

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March 15, 2022 Filed Mar 17, 2022 17:05 UTC GrantSeries A Convertible Stock · Derivative 250 $1,000.00 $250,000.00
Disclosure

SEC source: 0001104659-22-034889 · tm229568-6_4seq1.xml · derivative · entry 1

Bucella Michael C. · CIK 0001915351 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 250

Underlying: Common Stock · 25,000 shares

Expires not disclosed

F1 · derivative.exercise_price: Each holder of shares of the Issuer's Series A Convertible Preferred Stock (the "Preferred Stock") has the right, at its option and at any time, to convert all or a portion of the shares of Preferred Stock that it holds into a number of shares of Common Stock equal to the quotient obtained by dividing (i) the sum of (x) the Liquidation Preference (as defined in the Certificate of Designations governing the Preferred Stock, initially $1,000) and (y) an amount equal to accumulated and unpaid Regular Dividends (as defined in the Certificate of Designations) on such shares of Preferred Stock, by (ii) the Conversion Price (as defined in the Certificate of Designations) in effect at such time, subject to customary antidilution adjustments, including in the event of any stock split, stock dividend, recapitalization or similar events.

F2 · derivative.exercise_price: As of the date of the event requiring the filing of this report, the 250 shares of Preferred Stock reported on this report are convertible into 25,000 shares of Common Stock. The Issuer's Preferred Stock does not expire.

F1 · derivative.exercise_date: Each holder of shares of the Issuer's Series A Convertible Preferred Stock (the "Preferred Stock") has the right, at its option and at any time, to convert all or a portion of the shares of Preferred Stock that it holds into a number of shares of Common Stock equal to the quotient obtained by dividing (i) the sum of (x) the Liquidation Preference (as defined in the Certificate of Designations governing the Preferred Stock, initially $1,000) and (y) an amount equal to accumulated and unpaid Regular Dividends (as defined in the Certificate of Designations) on such shares of Preferred Stock, by (ii) the Conversion Price (as defined in the Certificate of Designations) in effect at such time, subject to customary antidilution adjustments, including in the event of any stock split, stock dividend, recapitalization or similar events.

F2 · derivative.exercise_date: As of the date of the event requiring the filing of this report, the 250 shares of Preferred Stock reported on this report are convertible into 25,000 shares of Common Stock. The Issuer's Preferred Stock does not expire.

F1 · derivative.expiration_date: Each holder of shares of the Issuer's Series A Convertible Preferred Stock (the "Preferred Stock") has the right, at its option and at any time, to convert all or a portion of the shares of Preferred Stock that it holds into a number of shares of Common Stock equal to the quotient obtained by dividing (i) the sum of (x) the Liquidation Preference (as defined in the Certificate of Designations governing the Preferred Stock, initially $1,000) and (y) an amount equal to accumulated and unpaid Regular Dividends (as defined in the Certificate of Designations) on such shares of Preferred Stock, by (ii) the Conversion Price (as defined in the Certificate of Designations) in effect at such time, subject to customary antidilution adjustments, including in the event of any stock split, stock dividend, recapitalization or similar events.

F2 · derivative.expiration_date: As of the date of the event requiring the filing of this report, the 250 shares of Preferred Stock reported on this report are convertible into 25,000 shares of Common Stock. The Issuer's Preferred Stock does not expire.

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March 15, 2022 Filed Mar 17, 2022 16:58 UTC GrantSeries A Convertible Stock · Derivative 50 $1,000.00 $50,000.00
Disclosure

SEC source: 0001104659-22-034888 · tm229568-7_4seq1.xml · derivative · entry 1

Pincus Steven T. · CIK 0001877629 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 50

Underlying: Common Stock · 5,000 shares

Expires not disclosed

F1 · derivative.exercise_price: Each holder of shares of the Issuer's Series A Convertible Preferred Stock (the "Preferred Stock") has the right, at its option and at any time, to convert all or a portion of the shares of Preferred Stock that it holds into a number of shares of Common Stock equal to the quotient obtained by dividing (i) the sum of (x) the Liquidation Preference (as defined in the Certificate of Designations governing the Preferred Stock, initially $1,000) and (y) an amount equal to accumulated and unpaid Regular Dividends (as defined in the Certificate of Designations) on such shares of Preferred Stock, by (ii) the Conversion Price (as defined in the Certificate of Designations) in effect at such time, subject to customary antidilution adjustments, including in the event of any stock split, stock dividend, recapitalization or similar events.

F2 · derivative.exercise_price: As of the date of the event requiring the filing of this report, the 50 shares of Preferred Stock reported on this report are convertible into 5,000 shares of Common Stock. The Issuer's Preferred Stock does not expire.

F1 · derivative.exercise_date: Each holder of shares of the Issuer's Series A Convertible Preferred Stock (the "Preferred Stock") has the right, at its option and at any time, to convert all or a portion of the shares of Preferred Stock that it holds into a number of shares of Common Stock equal to the quotient obtained by dividing (i) the sum of (x) the Liquidation Preference (as defined in the Certificate of Designations governing the Preferred Stock, initially $1,000) and (y) an amount equal to accumulated and unpaid Regular Dividends (as defined in the Certificate of Designations) on such shares of Preferred Stock, by (ii) the Conversion Price (as defined in the Certificate of Designations) in effect at such time, subject to customary antidilution adjustments, including in the event of any stock split, stock dividend, recapitalization or similar events.

F2 · derivative.exercise_date: As of the date of the event requiring the filing of this report, the 50 shares of Preferred Stock reported on this report are convertible into 5,000 shares of Common Stock. The Issuer's Preferred Stock does not expire.

F1 · derivative.expiration_date: Each holder of shares of the Issuer's Series A Convertible Preferred Stock (the "Preferred Stock") has the right, at its option and at any time, to convert all or a portion of the shares of Preferred Stock that it holds into a number of shares of Common Stock equal to the quotient obtained by dividing (i) the sum of (x) the Liquidation Preference (as defined in the Certificate of Designations governing the Preferred Stock, initially $1,000) and (y) an amount equal to accumulated and unpaid Regular Dividends (as defined in the Certificate of Designations) on such shares of Preferred Stock, by (ii) the Conversion Price (as defined in the Certificate of Designations) in effect at such time, subject to customary antidilution adjustments, including in the event of any stock split, stock dividend, recapitalization or similar events.

F2 · derivative.expiration_date: As of the date of the event requiring the filing of this report, the 50 shares of Preferred Stock reported on this report are convertible into 5,000 shares of Common Stock. The Issuer's Preferred Stock does not expire.

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March 11, 2022 Filed Mar 14, 2022 10:15 UTC
Prager Paul B.Director · Chief Executive Officer · 10% owner
PurchaseCommon stock, $0.001 par value per share 100,000 $9.57 $956,600.00
Disclosure

SEC source: 0001104659-22-033055 · tm229142-1_4seq1.xml · nonDerivative · entry 1

Prager Paul B. · CIK 0001877255 · Director · Chief Executive Officer · 10% owner

10b5-1 filing: Not disclosed

Ownership: Indirect · By Lucky Liefern LLC

Disclosed balance after: 316,000

F1 · ownership.nature: By Lucky Liefern LLC. The Reporting Person is the sole manager of Lucky Liefern LLC and, as a result, may be deemed to beneficially own the shares of the Common Stock held by Lucky Liefern LLC. The Reporting Person disclaims beneficial ownership of such shares of the Common Stock except to the extent of his pecuniary interest therein, and the inclusion of such shares of the Common Stock in this report shall not be deemed an admission of beneficial ownership of all of the reported shares of the Common Stock for purposes of Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or for any other purpose.

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March 10, 2022 Filed Mar 10, 2022 23:13 UTC
Prager Paul B.Director · Chief Executive Officer · 10% owner
PurchaseCommon stock, $0.001 par value per share 150,000 $6.45 $967,755.00
Disclosure

SEC source: 0000950142-22-001002 · es220233901_4-pragerp.xml · nonDerivative · entry 1

Prager Paul B. · CIK 0001877255 · Director · Chief Executive Officer · 10% owner

10b5-1 filing: Not disclosed

Ownership: Indirect · By Lucky Liefern LLC

Disclosed balance after: 216,000

F1 · ownership.nature: By Lucky Liefern LLC. The Reporting Person is the sole manager of Lucky Liefern LLC and, as a result, may be deemed to beneficially own the shares of the Common Stock held by Lucky Liefern LLC. The Reporting Person disclaims beneficial ownership of such shares of the Common Stock except to the extent of his pecuniary interest therein, and the inclusion of such shares of the Common Stock in this report shall not be deemed an admission of beneficial ownership of all of the reported shares of the Common Stock for purposes of Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or for any other purpose.

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December 23, 2021 Filed Dec 23, 2021 23:01 UTC
Prager Paul B.Director · Chief Executive Officer · 10% owner
PurchaseCommon stock, $0.001 par value per share 2,700 $14.54 $39,258.00
Disclosure

SEC source: 0000950142-21-004164 · es210213264_4-pragerp.xml · nonDerivative · entry 7

Prager Paul B. · CIK 0001877255 · Director · Chief Executive Officer · 10% owner

10b5-1 filing: Not disclosed

Ownership: Indirect · By Lucky Liefern LLC

Disclosed balance after: 66,000

F8 · price: The Reporting Person purchased 2,700 shares of the Common Stock in multiple trades at prices ranging from $14.48 to $14.58 per share. The price reported above reflects the weighted average purchase price per share of the Common Stock. The Reporting Person hereby undertakes to provide to the staff of the Securities and Exchange Commission, the Issuer or any security holder of the Issuer, upon request, full information regarding the number of shares of the Common Stock purchased and prices at which the transactions were effected.

F2 · ownership.nature: By Lucky Liefern LLC. The Reporting Person is the sole manager of Lucky Liefern LLC and, as a result, may be deemed to beneficially own the shares of the Common Stock held by Lucky Liefern LLC. The Reporting Person disclaims beneficial ownership of such shares of the Common Stock except to the extent of his pecuniary interest therein, and the inclusion of such shares of the Common Stock in this report shall not be deemed an admission of beneficial ownership of all of the reported shares of the Common Stock for purposes of Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or for any other purpose.

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December 23, 2021 Filed Dec 23, 2021 23:01 UTC
Prager Paul B.Director · Chief Executive Officer · 10% owner
PurchaseCommon stock, $0.001 par value per share 4,745 $13.79 $65,433.55
Disclosure

SEC source: 0000950142-21-004164 · es210213264_4-pragerp.xml · nonDerivative · entry 6

Prager Paul B. · CIK 0001877255 · Director · Chief Executive Officer · 10% owner

10b5-1 filing: Not disclosed

Ownership: Indirect · By Lucky Liefern LLC

Disclosed balance after: 63,300

F7 · price: The Reporting Person purchased 4,745 shares of the Common Stock in multiple trades at prices ranging from $13.36 to $14.20 per share. The price reported above reflects the weighted average purchase price per share of the Common Stock. The Reporting Person hereby undertakes to provide to the staff of the Securities and Exchange Commission, the Issuer or any security holder of the Issuer, upon request, full information regarding the number of shares of the Common Stock purchased and prices at which the transactions were effected.

F2 · ownership.nature: By Lucky Liefern LLC. The Reporting Person is the sole manager of Lucky Liefern LLC and, as a result, may be deemed to beneficially own the shares of the Common Stock held by Lucky Liefern LLC. The Reporting Person disclaims beneficial ownership of such shares of the Common Stock except to the extent of his pecuniary interest therein, and the inclusion of such shares of the Common Stock in this report shall not be deemed an admission of beneficial ownership of all of the reported shares of the Common Stock for purposes of Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or for any other purpose.

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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.