BOGER JOSHUA S 4

What Happened
Joshua S. Boger, reported as a 10% owner and sole trustee of the Joshua S. Boger 2021 Trust (JSB 2021 Trust), participated in a private placement on June 11, 2026. The JSB 2021 Trust purchased 955,414 units at $3.14 per unit for a total cash outlay of $3,000,000. Each unit consisted of: (i) one share of common stock, (ii) one Series B warrant (or a pre-funded Series B warrant), and (iii) one Series C warrant (or a pre-funded Series C warrant). The Form 4 lists three acquisition entries for the same unit count: the common shares and the two warrant series (derivative securities).

Key Details

• Transaction date: June 11, 2026 (Private placement pursuant to a Purchase Agreement dated June 9, 2026). Form filed June 15, 2026 (timely — within 2 business days).
• Consideration: 955,414 units × $3.14 per unit = $3,000,000 (cash purchase). Transaction code: P (Purchase).
• Derivative securities: Series B and Series C warrants were included with each unit. Series B exercise price: $3.32 per share (or $3.319 per pre‑funded warrant), exercisable immediately, expires in 5 years. Series C exercise price: $3.14 per share (or $3.139 per pre‑funded warrant), exercisable immediately, expires in 1 year.
• Ownership limits: Exercisable warrants include a 19.99% beneficial ownership cap; if exercise would exceed that cap, the trust may receive pre‑funded warrants with similar limits.
• Shares held after transaction (per filing): JSB 2021 Trust — 1,600,117 shares; The Amy S. Boger 2021 Trust — 195,748 shares (Reporting Person is sole trustee of both and disclaims beneficial ownership). Total shown = 1,795,865 shares across the two trusts.
• Notes: The purchase was a private placement (not an open‑market buy). The Form 4 reports both the common shares acquired and the attached warrants (derivative securities).

Context

• This was a purchase (a direct cash investment via a private placement), which many investors view as a more informative insider action than routine sales.
• The derivative entries reflect warrants included in the units, not separate option exercises; warrants are exercisable immediately subject to the stated exercise prices, expirations, and ownership limit.
• The Reporting Person is a 10% owner and trustee of family trusts; the filing disclaims beneficial ownership for purposes of Section 16.