Martin Gregory Scott 4/A
4/A · Ionetix Corp / DE / · Filed May 13, 2026
Research Summary
AI-generated summary of this filing
Ionetix Director Martin Scott Receives Merger Awards
What Happened
Martin Gregory Scott, a director of Ionetix Corp., was granted and received multiple equity instruments on April 9, 2026 in connection with the closing of Ionetix’s merger. The filing reports roughly 498,544 shares or share-equivalents in total (including common shares, converted preferred-stock equivalents, stock options and warrants). Most grants were the product of converting Legacy Ionetix securities and option/warrant awards into Issuer securities per the Merger Agreement; one small derivative line (193 shares) shows an exercise price of $0.00.
Key Details
- Transaction date: April 9, 2026 (all reported grants/acquisitions). Filing date (amended): May 13, 2026 (this Form 4 is amended and was filed after the transaction date).
- Reported amounts: 180,291; 123,767; 18,803; seven grants of 25,070 each (175,490 total); and 193 @ $0.00 — total ≈ 498,544 shares/equivalents.
- Prices: Most entries list N/A (received as part of the merger conversion); one derivative shows $0.00. No cash purchase price reported.
- Ownership after transaction: Not stated in the provided excerpt of the filing.
- Notable footnotes:
- F1/F5: Most securities were received in connection with the Merger (Legacy Ionetix converted at a 0.5014 ratio).
- F2–F3: The 123,767 shares are held of record by Shamrock Ionetix LLC; Scott disclaims beneficial ownership except for his pecuniary interest (Shamrock voting power is held by another party).
- F4/F6–F8: Several awards are stock options with varying vesting schedules (some fully vested/exercisable; others vest monthly over 48 months with a one-year cliff).
- F9: A warrant assumed in the merger is fully vested and exercisable.
- Filing timeliness: The Form 4 amends prior reporting and was filed more than a month after the Apr 9 transactions (indicates a late/amended filing).
Context
These transactions are primarily conversion and assumption of Legacy Ionetix equity, options and warrants into the public Issuer’s securities as part of the merger—this is an administrative transfer rather than an open‑market purchase or sale. Several items are derivatives (options/warrants) with different vesting terms; some are fully vested/exercisable while others continue to vest monthly. The reporting person’s beneficial ownership of the Shamrock‑held shares is limited to his pecuniary interest (per the footnote). This amended Form 4 corrects or supplements the original report and was filed after the transaction date.
Insider Transaction Report
- Award
Common Stock
[F1]2026-04-09+180,291→ 180,291 total - Award
Common Stock
[F2][F3]2026-04-09+123,767→ 123,767 total(indirect: By LLC) - Award
Stock Option (Right to Buy)
[F5][F4]2026-04-09+18,803→ 18,803 totalExercise: $0.38Exp: 2029-05-16→ Common Stock (18,803 underlying) - Award
Stock Option (Right to Buy)
[F5][F4]2026-04-09+25,070→ 25,070 totalExercise: $0.38Exp: 2030-06-08→ Common Stock (25,070 underlying) - Award
Stock Option (Right to Buy)
[F5][F4]2026-04-09+25,070→ 25,070 totalExercise: $0.42Exp: 2031-03-11→ Common Stock (25,070 underlying) - Award
Stock Option (Right to Buy)
[F5][F4]2026-04-09+25,070→ 25,070 totalExercise: $0.98Exp: 2035-03-26→ Common Stock (25,070 underlying) - Award
Stock Option (Right to Buy)
[F5][F6]2026-04-09+25,070→ 25,070 totalExercise: $0.98Exp: 2035-03-26→ Common Stock (25,070 underlying) - Award
Stock Option (Right to Buy)
[F5][F7]2026-04-09+25,070→ 25,070 totalExercise: $0.98Exp: 2035-03-26→ Common Stock (25,070 underlying) - Award
Stock Option (Right to Buy)
[F5][F8]2026-04-09+25,070→ 25,070 totalExercise: $0.98Exp: 2035-03-16→ Common Stock (25,070 underlying) - Award
Warrant (Right to Buy)
[F9][F3]2026-04-09+193→ 193 total(indirect: By LLC)Exercise: $2.79Exp: 2033-02-24→ Common Stock (193 underlying)
Footnotes (9)
- [F1]Received in connection with the Issuer's merger (the "Merger") with Ionetix Corporation ("Legacy Ionetix") in accordance with the terms of the Agreement and Plan of Merger and Reorganization dated as of April 9, 2026 (the "Merger Agreement"), by and among the Issuer (f/k/a JDEV Acquisition Corp.), JDEV Merger Subsidiary and Legacy Ionetix. Pursuant to the terms of the Merger Agreement, each outstanding share of Legacy Ionetix common stock was entitled to receive 0.5014 shares of the Issuer's Common Stock. The Merger closed on April 9, 2026.
- [F2]Shares held of record by Shamrock Ionetix LLC. The Reporting Person's interest in Shamrock Ionetix LLC consists of a capital investment and a profits (carried) interest entitling the Reporting Person to up to 10% of the profits realized by Shamrock Ionetix LLC on its investment in Ionetix. The 123,767 shares reported in Table I represent the post-Merger equivalent of Shamrock Ionetix LLC's Legacy Ionetix holdings (229,375 shares of Series E Preferred Stock, 14,452 shares of Series F Preferred Stock, and 3,016 shares of Common Stock), converted at the 0.5014 Conversion Ratio pursuant to the Merger Agreement.
- [F3]Voting and investment power over the securities held by Shamrock Ionetix LLC is held solely by Stanley P. Gold. The Reporting Person disclaims beneficial ownership of the securities held by Shamrock Ionetix LLC except to the extent of his pecuniary interest therein.
- [F4]The stock option is fully vested and exercisable.
- [F5]Received in connection with the Merger in exchange for options to acquire shares of Legacy Ionetix common stock adjusted by the Conversion Ratio.
- [F6]The stock option vests in 48 monthly installments, subject to a one-year cliff, with vesting commencing on March 17, 2024.
- [F7]The stock option vests in 48 monthly installments, subject to a one-year cliff, with vesting commencing on March 17, 2023.
- [F8]The stock option vests in 48 monthly installments, subject to a one-year cliff, with vesting commencing on March 17, 2025.
- [F9]The warrant is fully vested and exercisable. The warrant was assumed by the Issuer in the Merger described in footnote (1) and is exercisable solely for shares of the Issuer's Common Stock.