McNemar Karen 4

What Happened
Karen McNemar, the company's former Chief Financial Officer, completed a non‑cash transaction on November 5, 2025 in which she exchanged $323,269 of accrued and unpaid fees for 269 shares of Series E Convertible Preferred Stock and agreed to cancel 6,045 shares of Series A Supervoting Preferred Stock. The filing reports these as derivative transactions (code J); no per‑share trade price is reported because this was a debt‑for‑equity exchange rather than an open‑market buy or sale.

Key Details

• Transaction date: November 5, 2025; Form 4 filed April 14, 2026 (late filing relative to the transaction date).
• Consideration: $323,269 of accrued fees converted into 269 shares of Series E Convertible Preferred; 6,045 shares of Series A Supervoting Preferred were canceled.
• Reported as derivative securities (transaction code J); no trade price per share is provided.
• Footnotes: Series A preferred converts to common at a 1:100 rate (subject to adjustment). Series E is convertible. A 4.99% beneficial ownership limitation applies.
• Separately, the reporting person is shown as directly owning 8,804,500 common shares (not including any common shares issuable on conversion of the reported preferred securities).

Context
This was a debt settlement between the company and a former officer—not an open‑market purchase or sale—so it reflects a restructuring of compensation/claims rather than a straightforward buying/selling signal. The Series A cancellation reduces her supervoting preferred stake; the Series E shares are convertible into common stock under the terms noted in the filing. The late filing delays public disclosure of the transaction but does not change the nature of the exchange.