Barach Philip Alan 4

What Happened

Philip Alan Barach, a reported 10% owner (trustee of the Philip & Daniele Barach Family Trust), allowed contractual rights tied to convertible notes and warrants to expire on June 19, 2026. The expiration removed representation of 1,204,819 shares issuable upon conversion of up to $2,000,000 in convertible notes and 839,160 shares issuable upon exercise of related warrants — a total of 2,043,979 derivative shares. No consideration was paid in connection with the expirations.

Key Details

• Transaction date: June 19, 2026 (reported on Form 4 filed June 23, 2026). Filing appears timely.
• Reported disposition types: "Other acquisition or disposition (J)" for derivatives; prices N/A (no cash transaction).
• Shares/rights removed: 1,204,819 shares (convertible notes) + 839,160 shares (warrants) = 2,043,979 total derivative shares.
• Footnote F1: These 1,204,819 shares represented Class A common stock issuable on conversion of up to $2,000,000 in convertible notes; the option to purchase those notes expired on June 19, 2026.
• Footnote F2: The 839,160 shares related to warrants the reporting person could have obtained in connection with the notes; those rights also expired when the note option lapsed.
• Footnote F3: Securities were/are held by the Philip & Daniele Barach Family Trust; Barach is a trustee with power to vote and dispose and may be deemed an indirect beneficial owner.
• Shares owned after transaction: not specified in this Form 4.

Context

This was a derivative expiration (loss of potential conversion/exercise rights), not an open-market sale or purchase and involved no cash proceeds. As a reported 10% owner and trustee rather than a company executive, these actions reflect changes in contractual rights held via the Trust rather than routine insider market trades.