Pershing Edward 4

What Happened

• Pershing (CEO and director) converted a 2025 unsecured convertible promissory note into 9,436 shares of Series D‑1 Convertible Preferred Stock on June 5, 2026. The Form 4 reports the derivative acquisition at $0.00 (code M = exercise/conversion of derivative). No open‑market purchase or sale of common stock is reported.

Key Details

• Transaction date: 2026-06-05; Form 4 filed same day (timely).
• Reported transaction: Exercise/conversion of a derivative (code M) — 9,436 Series D‑1 preferred shares acquired at $0.00 (derivative).
• Conversion mechanics (footnotes): each Series D‑1 preferred is convertible into 10 shares of common stock (F1), so the preferred shares represent up to 94,360 common-share equivalents if and when converted.
• The 2025 Note conversion: the 8% unsecured convertible promissory note from the issuer's 2025 financing automatically converted into Series D‑1 preferred on the conversion date; the conversion terms referenced a $2.862 per‑share price used to determine the preferred share count (F3, F4).
• Shares owned after the transaction: not disclosed in the provided Form 4.
• No immediate sale of common shares is reported.

Context

• This is a conversion of debt into preferred stock rather than a cash purchase or open‑market trade. The preferred shares may convert into common stock (automatically on Dec 31, 2028 unless earlier converted, per the Certificate of Designation), so the economic exposure to common shares could increase in the future if conversion occurs. The filing shows no cash changing hands on the Form 4 (reported $0.00) even though the conversion share count was determined under the note’s conversion price.