Karkar Andrei 4

What Happened

• Andrei Karkar (reported as a 10% owner; managing member of ERAS Capital LLC) exercised stock options on 2026-02-06 to purchase 31,602 common shares at $0.65 per share for a cash payment of $20,541.
• In connection with the exercise, he was also issued several classes of Class A–H "Special Shares" for no additional consideration: 689 A, 1,379 B, 1,379 C, 2,758 D, 2,758 E, 2,758 F, 3,447 G and 3,447 H (these are recorded as acquired upon exercise).

Key Details

• Transaction date: February 6, 2026. Form 4 filed February 10, 2026 (appears timely under the two-business-day rule).
• Type/code: M — Exercise/conversion of derivative (stock options).
• Cash paid and shares acquired: 31,602 common shares at $0.65 each = $20,541. Several Special Shares were issued for no additional cash (see counts above).
• Special Shares conversion thresholds (each class converts 1-for-1 to common if the common share trades at or above the threshold on 20 trading days within any 30-trading-day period, or on certain change-of-control events): A $15; B $25; C $35; D $50; E $75; F $100; G $150; H $200.
• Securities are held through ERAS Capital LLC; Karkar is the managing member and shares voting/dispositive power but disclaims beneficial ownership beyond any pecuniary interest (Footnote F2).
• Vesting/exercise terms: Options vest upon milestones and are exercisable until March 5 of the year following vesting; options expire the day after that exercise deadline (Footnote F3).
• The filing does not state a post-transaction total of common shares beneficially owned by Karkar in this Form 4 (and excludes previously reported Special Shares held by ERAS; see F8/F9).

Context

• This was an exercise (acquisition) — Karkar paid cash to exercise options rather than a cashless sale; the Special Shares issued are contingent-conversion instruments that only become common shares if price thresholds or other triggers are met.
• As a reported 10% owner acting through an entity (ERAS), this is institutional/insider option exercise activity rather than a routine open-market buy or sale by an executive.
• No sale of common shares was reported here; the transaction increases Karkar’s immediate common share holdings but the Special Shares will only convert if market-price conditions or change-of-control events occur.