Sec Form 13D Filing - SMITH WILLIAM W JR filing for - 2025-11-17

William W. Smith, Jr. is the Chairman of the Issuer's Board of Directors and President and Chief Executive Officer of the Issuer. The address of William W. Smith, Jr. is 120 Vantis Drive, Suite 350, Aliso Viejo, CA 92656.

William W. Smith, Jr. is the Chairman of the Issuer's Board of Directors and President and Chief Executive Officer of the Issuer. The address of William W. Smith, Jr. is 120 Vantis Drive, Suite 350, Aliso Viejo, CA 92656.

During the past five years, William W. Smith, Jr. has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

During the past five years, William W. Smith, Jr. has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was, or is, subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

USA

The shares of Common Stock covered by this filing include shares purchased in the open market from time to time by William W. Smith, Jr. using personal funds, when permitted to do so under the terms of the Issuer's policies, including its Insider Trading Policy, shares acquired by him from the Issuer pursuant to private placement offerings of Common Stock and warrants exercisable for shares of Common Stock, stock splits, shares issued to him by the Issuer as compensation, and shares sold in the open market or transferred by William W. Smith, Jr. to the Smith Living Trust. The shares of Common Stock covered by this filing also include those of such shares held by the Smith Living Trust, for which Mr. Smith and his spouse are co-trustees.

William W. Smith, Jr. has no plans or proposals which relate to or would result in any of the matters listed in Item 4 of Schedule 13D, except that, from time to time, William W. Smith, Jr. may acquire shares of Common Stock pursuant to equity awards granted to him by the Issuer, Mr. Smith may acquire or dispose of shares of Common Stock for investment, tax and estate planning purposes through open market transactions or otherwise, Mr. Smith may gift shares of Common Stock to the Smith Living Trust or otherwise, and certain shares of Common Stock may be acquired via the exercise of warrants held by the Smith Living Trust, for which Mr. Smith and his spouse are co-trustees.

William W. Smith, Jr. has sole voting and dispositive power over 249,348 shares (0.9% of the Common Stock) and shared voting and dispositive power over 8,168,075 shares (29.1% of the Common Stock), including 2,575,107 shares of common stock not outstanding which the Smith Living Trust has the right to acquire within sixty (60) days upon the exercise of warrants. The shares over which Mr. Smith has shared voting and dispositive power are held by the Smith Living Trust, for which Mr. Smith and his spouse are co-trustees. In the aggregate, William W. Smith, Jr. has beneficial ownership of 8,417,423 shares (or 30.0%) of the Common Stock. The above calculations are based on 25,461,930 shares of common stock outstanding as of November 13, 2025, as reflected in the records of the Issuer's transfer agent, and 2,575,107 shares of common stock not outstanding which the Smith Living Trust has the right to acquire within sixty (60) days upon the exercise of warrants, in accordance with Rule 13d-3(d)(1)(i).

William W. Smith, Jr. has sole voting and dispositive power over 249,348 shares (0.9% of the Common Stock) and shared voting and dispositive power over 8,168,075 shares (29.1% of the Common Stock), including 2,575,107 shares of common stock not outstanding which the Smith Living Trust has the right to acquire within sixty (60) days upon the exercise of warrants. The shares over which Mr. Smith has shared voting and dispositive power are held by the Smith Living Trust, for which Mr. Smith and his spouse are co-trustees. In the aggregate, William W. Smith, Jr. has beneficial ownership of 8,417,423 shares (or 30.0%) of the Common Stock. The above calculations are based on 25,461,930 shares of common stock outstanding as of November 13, 2025, as reflected in the records of the Issuer's transfer agent, and 2,575,107 shares of common stock not outstanding which the Smith Living Trust has the right to acquire within sixty (60) days upon the exercise of warrants, in accordance with Rule 13d-3(d)(1)(i).

On September 29, 2025, Mr. Smith made a gift of 47,473 shares to the Smith Living Trust for no consideration. On November 7, 2025, pursuant to a Securities Purchase Agreement dated November 5, 2025, between the Issuer and the Purchaser parties thereto, Smith Living Trust (for which William W. Smith, Jr. serves as co-trustee) purchased 2,236,136 shares of Common Stock, together with a warrant to purchase an equal number of shares of Common Stock, at a purchase price of $0.6708 per share, which warrant is exercisable following stockholder approval of the same, which is anticipated to occur in June 2026.

As identified above, 8,168,075 shares are held in the name of the Smith Living Trust, for which Mr. Smith and his spouse are co-trustees, including 2,575,107 shares of common stock not outstanding which the Smith Living Trust has the right to acquire within sixty (60) days upon the exercise of warrants.

Not applicable.

The information set forth, or incorporated by reference, in Items 3, 4, and 5 is incorporated by reference to this Item 6. Except as otherwise described in this Schedule, William W. Smith, Jr. (either individually or through the Smith Living Trust) does not have any contracts, arrangements, understandings or relationships (legal or otherwise) with ay persons with respect to any securities of the Issuer, including but not limited to the transfer or voting of any securities, finder's fees, joint ventures, loan or option agreements, puts or calls, guarantees of profits, division of profits or losses, or the giving or withholding of proxies.

None.