Imhoff John E 4

What Happened

• John E. Imhoff (reported as a 10% owner) acquired common shares through conversions and received a stock award. Key items: 157,417 shares were issued on March 31, 2026, upon conversion of a convertible promissory note at $0.07/share (aggregate $11,019.18); on March 26, 2026 he converted 10 shares of Series F preferred into 40,000 common shares; 2,157 common shares were issued as payment of accrued dividends on Series F preferred; and on March 10, 2026 he was granted 110,000 shares subject to vesting (one‑quarter vested immediately = 27,500 shares).
• These actions are acquisitions by conversion/award (not open‑market buys). The promissory-note conversion was inexpensive ($0.07 per share) and a portion of the award remains unvested and subject to continued service.

Key Details

• Transaction dates and prices:
  • Mar 10, 2026 — Award of 110,000 shares at $0.00 (derivative award). One‑quarter (27,500) vested on Mar 10, 2026; remaining vest monthly beginning Jun 10, 2026, fully vesting Mar 10, 2029. (Footnote F1)
  • Mar 26, 2026 — 2,157 common shares issued for accrued dividends on Series F preferred (conversion price $0.2773). (F2)
  • Mar 26, 2026 — Converted 10 shares of Series F preferred into 40,000 common shares (Series F stated value $1,000, conversion price $0.25). (F3)
  • Mar 31, 2026 — Converted $11,019.18 of a Sept 25, 2025 convertible promissory note into 157,417 common shares at $0.07/share. (F4)
• Aggregate reported common shares acquired (including grant): 309,574 shares (199,574 common issued by conversion/dividend + 110,000 award). Of the 110,000 award, 27,500 vested immediately.
• Amount paid for conversion: $11,019.18 (for the 157,417‑share conversion). The preferred conversion and dividend‑paid shares involved no cash purchase by Mr. Imhoff.
• Remaining debt: $110,000 principal remains outstanding under the convertible note; upon an event of default that balance may convert at a variable conversion price. (F4)
• The filing was made April 7, 2026 for transactions occurring in March 2026 (the filing appears late relative to typical Form 4 timing).

Context

• These were not open‑market purchases but conversions of securities and a time‑based equity award. Conversions and awards often reflect financing, dividend conversions, or compensation mechanics rather than a direct market signal.
• As a 10% owner, Imhoff is a significant shareholder; his transactions include both corporate financing/conversion activity and compensation vesting.