Pershing Edward 4

What Happened

• Pershing Edward (CEO, Director) converted a 2025 unsecured convertible promissory note into 30,202 shares of Series D‑1 Convertible Preferred Stock on April 29, 2026. The Form 4 reports the derivative acquisition at $0.00 (transaction code M — exercise/conversion), but the conversion terms reference an implied price of $2.862 per Series D‑1 share, implying roughly $86,400 of note principal/interest was converted.
• The filing also shows a related derivative disposition entry (N/A shares @ $0.00) consistent with converting the promissory note into preferred shares. This transaction is an acquisition of preferred stock via debt conversion rather than an open‑market purchase or sale.

Key Details

• Date: April 29, 2026 (filing date matches transaction date)
• Transaction type/code: Conversion of derivative / exercise (Code M)
• Shares acquired: 30,202 shares of Series D‑1 Convertible Preferred Stock
• Implied conversion price: $2.862 per Series D‑1 share → implied total ≈ $86,438
• Shares owned after transaction: Not specified in the supplied filing summary
• Notable footnotes:
  • F1: Each Series D‑1 preferred share is convertible into 10 shares of common stock (so 30,202 preferred → potential 302,020 common shares upon conversion).
  • F2: Series D‑1 will automatically convert into common stock on December 31, 2028 unless earlier converted per the Certificate of Designation.
  • F3/F4: The 2025 Note could be voluntarily converted at $2.862/share and automatically converted 12 months after issuance; the 2025 Note was converted into the 30,202 Series D‑1 shares on 4/29/2026.

Context

• This was a debt-to-equity conversion (note converted into preferred stock). The Form 4 shows $0.00 because the transaction reflects conversion of debt rather than a cash purchase; the filing’s footnotes provide the applicable conversion price.
• Each preferred share converts into 10 common shares, so the preferred holding materially leverages possible common‑share exposure if/when converted.
• No indication in the provided information that the filing was late.