Theofilos Charles Steve

SEC source: 0000908834-24-000213 · form4.xml · nonDerivative · entry 1

Theofilos Charles Steve · CIK 0002003243 · Director

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 454,202

F1 · kind: Represents a grant of Deferred Stock Units ("DSUs") which vest in 12 equal monthly installments commencing on the one-month anniversary of the grant date; provided, however, that the DSUs shall vest in full on the earlier of (i) the one-year anniversary of the grant date, (ii) the close of business one business day prior to the Issuer's next annual stockholder meeting following the grant date, (iii) the date of the Reporting Person's death, or (iv) the date immediately prior to a change of control resulting in the termination of affiliation of the Reporting Person, in each case provided that the Reporting Person remains in continuous service with the Issuer or an affiliate through the applicable vesting date.

F2 · balance_after: Includes 25,210 shares of common stock underlying DSUs which were granted by the Issuer to the Reporting Person on January 1, 2024. As previously reported in the Form 4 filed by the Reporting Person on January 3, 2024, such DSUs vest (i) in 12 equal monthly installments commencing on the three-month anniversary of the grant date and (ii) in full on the date immediately prior to a change of control, in each case provided that the Reporting Person remains in continuous service with the Issuer or an affiliate through the applicable vesting date.

SEC source: 0000908834-24-000162 · form4.xml · derivative · entry 7

Theofilos Charles Steve · CIK 0002003243 · Director

10b5-1 filing: No plan indicated

Ownership: Indirect · By spouse

Disclosed balance after: 770,119

Underlying: Common Stock · 770,119 shares

Expires not disclosed

F6 · price: On June 5, 2024, in a private placement effected pursuant to a securities purchase agreement between the Issuer and certain investors, the Issuer issued to HH Management (i) common stock warrants (the "June 2024 Warrants") to purchase 385,059 shares of common stock at an exercise price of $6.43 per share (subject to adjustment) and (ii) prefunded common stock warrants (the "June 2024 Prefunded Warrants") to purchase 770,119 shares of common stock at an exercise price of $0.001 per share (subject to adjustment). Each June 2024 Prefunded Warrant and 1/2 June 2024 Warrant was purchased for a combined effective purchase price of $6.4924.

F8 · derivative.exercise_date: The holder of these June 2024 Prefunded Warrants is HH Management, of which Kathryn Theofilos, the reporting person's spouse, is the manager. The June 2024 Prefunded Warrants are exercisable as of their issuance, subject to the Beneficial Ownership Limitation, and will expire on the date they are exercised in full. The filing of this Form 4 shall not be deemed an admission that the reporting person is the beneficial owner of any June 2024 Prefunded Warrants or any shares of common stock issuable upon their exercise.

F8 · derivative.expiration_date: The holder of these June 2024 Prefunded Warrants is HH Management, of which Kathryn Theofilos, the reporting person's spouse, is the manager. The June 2024 Prefunded Warrants are exercisable as of their issuance, subject to the Beneficial Ownership Limitation, and will expire on the date they are exercised in full. The filing of this Form 4 shall not be deemed an admission that the reporting person is the beneficial owner of any June 2024 Prefunded Warrants or any shares of common stock issuable upon their exercise.

F8 · ownership.nature: The holder of these June 2024 Prefunded Warrants is HH Management, of which Kathryn Theofilos, the reporting person's spouse, is the manager. The June 2024 Prefunded Warrants are exercisable as of their issuance, subject to the Beneficial Ownership Limitation, and will expire on the date they are exercised in full. The filing of this Form 4 shall not be deemed an admission that the reporting person is the beneficial owner of any June 2024 Prefunded Warrants or any shares of common stock issuable upon their exercise.

SEC source: 0000908834-24-000162 · form4.xml · derivative · entry 6

Theofilos Charles Steve · CIK 0002003243 · Director

10b5-1 filing: No plan indicated

Ownership: Indirect · By spouse

Disclosed balance after: 385,059

Underlying: Common Stock · 385,059 shares

Expires not disclosed

F6 · price: On June 5, 2024, in a private placement effected pursuant to a securities purchase agreement between the Issuer and certain investors, the Issuer issued to HH Management (i) common stock warrants (the "June 2024 Warrants") to purchase 385,059 shares of common stock at an exercise price of $6.43 per share (subject to adjustment) and (ii) prefunded common stock warrants (the "June 2024 Prefunded Warrants") to purchase 770,119 shares of common stock at an exercise price of $0.001 per share (subject to adjustment). Each June 2024 Prefunded Warrant and 1/2 June 2024 Warrant was purchased for a combined effective purchase price of $6.4924.

F7 · derivative.exercise_date: The holder of these June 2024 Warrants is HH Management, of which Kathryn Theofilos, the reporting person's spouse, is the manager. The June 2024 Warrants are exercisable as of their issuance, subject to the Beneficial Ownership Limitation (as defined below), and will expire on June 5, 2029. The June 2024 Warrants may not be exercised if the holder, together with its affiliates and any persons who are members of a Section 13(d) group with the holder, would beneficially own more than 9.99% of the number of shares of common stock outstanding immediately after giving effect to such exercise (the "Beneficial Ownership Limitation"). The filing of this Form 4 shall not be deemed an admission that the reporting person is the beneficial owner of any June 2024 Warrants or any shares of common stock issuable upon their exercise.

F7 · derivative.expiration_date: The holder of these June 2024 Warrants is HH Management, of which Kathryn Theofilos, the reporting person's spouse, is the manager. The June 2024 Warrants are exercisable as of their issuance, subject to the Beneficial Ownership Limitation (as defined below), and will expire on June 5, 2029. The June 2024 Warrants may not be exercised if the holder, together with its affiliates and any persons who are members of a Section 13(d) group with the holder, would beneficially own more than 9.99% of the number of shares of common stock outstanding immediately after giving effect to such exercise (the "Beneficial Ownership Limitation"). The filing of this Form 4 shall not be deemed an admission that the reporting person is the beneficial owner of any June 2024 Warrants or any shares of common stock issuable upon their exercise.

F7 · ownership.nature: The holder of these June 2024 Warrants is HH Management, of which Kathryn Theofilos, the reporting person's spouse, is the manager. The June 2024 Warrants are exercisable as of their issuance, subject to the Beneficial Ownership Limitation (as defined below), and will expire on June 5, 2029. The June 2024 Warrants may not be exercised if the holder, together with its affiliates and any persons who are members of a Section 13(d) group with the holder, would beneficially own more than 9.99% of the number of shares of common stock outstanding immediately after giving effect to such exercise (the "Beneficial Ownership Limitation"). The filing of this Form 4 shall not be deemed an admission that the reporting person is the beneficial owner of any June 2024 Warrants or any shares of common stock issuable upon their exercise.

SEC source: 0000908834-24-000005 · form4.xml · nonDerivative · entry 1

Theofilos Charles Steve · CIK 0002003243 · Director

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 437,620

F1 · kind: Represents a grant of Deferred Stock Units which vest (i) in 12 equal monthly installments commencing on the three-month anniversary of the grant date and (ii) in full on the date immediately prior to a change of control, in each case provided that the Reporting Person remains in continuous service with the Issuer or an affiliate through the applicable vesting date.