Sec Form 13G Filing - Ascent Partners Fund LLC filing for - 2026-02-19

Insider filing report for Changes in Beneficial Ownership

  • Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
  • Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Checkbox not checked   Rule 13d-1(b)
Checkbox checked   Rule 13d-1(c)
Checkbox not checked   Rule 13d-1(d)






SCHEDULE 13G



Comment for Type of Reporting Person:  The percentage set forth on row (11) above and the number of shares of common stock, par value $0.0001 per share, of the issuer ("Common Stock") set forth on rows (6), (8) and (9) above includes up to 1,728,022 shares of Common Stock (the "Blocker Amount") issuable to Ascent upon (i) conversions of certain shares of Series C Preferred Stock, par value $0.0001 per share ("Series C Preferred Stock"), held directly by Ascent, (ii) conversions of certain shares of Series D Preferred Stock, par value $0.0001 per share ("Series D Preferred Stock," and together with the Series C Preferred Stock, "Preferred Stock"), held directly by Ascent, (iii) exercises of certain common stock purchase warrants of the issuer issued to Ascent on June 25, 2025 (the "June Warrants"), and (iv) exercises of the certain common stock purchase warrants of the issuer issued to Ascent on October 27, 2025 (the "October Warrants," and together with the June Warrants, the "Warrants"), subject to a maximum 9.99% beneficial ownership limitation contained in the Preferred Stock and a 4.99% beneficial ownership limitation contained in the Warrants, which limitation will be increased to 9.99%, effective April 12, 2026. In Row (11) the percentage is based on (a) 13,895,904 shares of Common Stock outstanding, as reported by the issuer in its prospectus, filed with the U.S. Securities and Exchange Commission on February 3, 2026 (the "Prospectus"), plus (b)(i) 1,673,606 shares of Common Stock issued to Ascent pursuant to conversions of shares of Preferred Stock and exercises of Warrants since the date of the Prospectus, which shares of Common Stock have been disposed of, and (ii) the Blocker Amount.


SCHEDULE 13G



Comment for Type of Reporting Person:  The percentage set forth on row (11) above and the number of shares of Common Stock set forth on rows (6), (8) and (9) above includes up to 1,728,022 shares of Common Stock (equal to the Blocker Amount) to be held indirectly by the reporting person upon (i) conversions of certain shares of Series C Preferred Stock, (ii) conversions of certain shares of Series D Preferred Stock, (iii) exercises of the June Warrants, and (iv) exercises of the October Warrants. In Row (11) the percentage is based on (a) 13,895,904 shares of Common Stock outstanding, as reported by the issuer in the Prospectus, plus (b)(i) 1,673,606 shares of Common Stock issued pursuant to conversion of shares of Preferred Stock and exercises of Warrants, which shares of Common Stock have been disposed of, and (ii) the Blocker Amount.


SCHEDULE 13G



Comment for Type of Reporting Person:  The percentage set forth on row (11) above and the number of shares of Common Stock set forth on rows (6), (8) and (9) above includes up to 1,728,022 shares of Common Stock (equal to the Blocker Amount) to be held indirectly by the reporting person upon (i) conversions of certain shares of Series C Preferred Stock, (ii) conversions of certain shares of Series D Preferred Stock, (iii) exercises of the June Warrants, and (iv) exercises of the October Warrants. In Row (11) the percentage is based on (a) 13,895,904 shares of Common Stock outstanding, as reported by the issuer in the Prospectus, plus (b)(i) 1,673,606 shares of Common Stock issued pursuant to conversion of shares of Preferred Stock and exercises of Warrants, which shares of Common Stock have been disposed of, and (ii) the Blocker Amount.


SCHEDULE 13G



Comment for Type of Reporting Person:  The percentage set forth on row (11) above and the number of shares of Common Stock set forth on rows (6), (8) and (9) above includes up to 1,728,022 shares of Common Stock (equal to the Blocker Amount) to be held indirectly by the reporting person upon (i) conversions of certain shares of Series C Preferred Stock, (ii) conversions of certain shares of Series D Preferred Stock, (iii) exercises of the June Warrants, and (iv) exercises of the October Warrants. In Row (11) the percentage is based on (a) 13,895,904 shares of Common Stock outstanding, as reported by the issuer in the Prospectus, plus (b)(i) 1,673,606 shares of Common Stock issued pursuant to conversion of shares of Preferred Stock and exercises of Warrants, which shares of Common Stock have been disposed of, and (ii) the Blocker Amount.


SCHEDULE 13G



Comment for Type of Reporting Person:  The percentage set forth on row (11) above and the number of shares of Common Stock set forth on rows (6), (8) and (9) above includes up to 1,728,022 shares of Common Stock (equal to the Blocker Amount) to be held indirectly by the reporting person upon (i) conversions of certain shares of Series C Preferred Stock, (ii) conversions of certain shares of Series D Preferred Stock, (iii) exercises of the June Warrants, and (iv) exercises of the October Warrants. In Row (11) the percentage is based on (a) 13,895,904 shares of Common Stock outstanding, as reported by the issuer in the Prospectus, plus (b)(i) 1,673,606 shares of Common Stock issued pursuant to conversion of shares of Preferred Stock and exercises of Warrants, which shares of Common Stock have been disposed of, and (ii) the Blocker Amount.


SCHEDULE 13G



Comment for Type of Reporting Person:  The percentage set forth on row (11) above and the number of shares of Common Stock set forth on rows (6), (8) and (9) above includes up to 1,728,022 shares of Common Stock (equal to the Blocker Amount) to be held indirectly by the reporting person upon (i) conversions of certain shares of Series C Preferred Stock, (ii) conversions of certain shares of Series D Preferred Stock, (iii) exercises of the June Warrants, and (iv) exercises of the October Warrants. In Row (11) the percentage is based on (a) 13,895,904 shares of Common Stock outstanding, as reported by the issuer in the Prospectus, plus (b)(i) 1,673,606 shares of Common Stock issued pursuant to conversion of shares of Preferred Stock and exercises of Warrants, which shares of Common Stock have been disposed of, and (ii) the Blocker Amount.


SCHEDULE 13G



Comment for Type of Reporting Person:  The percentage set forth on row (11) above and the number of shares of Common Stock set forth on rows (6), (8) and (9) above includes up to 1,728,022 shares of Common Stock (equal to the Blocker Amount) to be held indirectly by the reporting person upon (i) conversions of certain shares of Series C Preferred Stock, (ii) conversions of certain shares of Series D Preferred Stock, (iii) exercises of the June Warrants, and (iv) exercises of the October Warrants. In Row (11) the percentage is based on (a) 13,895,904 shares of Common Stock outstanding, as reported by the issuer in the Prospectus, plus (b)(i) 1,673,606 shares of Common Stock issued pursuant to conversion of shares of Preferred Stock and exercises of Warrants, which shares of Common Stock have been disposed of, and (ii) the Blocker Amount.


SCHEDULE 13G



Comment for Type of Reporting Person:  The percentage set forth on row (11) above and the number of shares of Common Stock set forth on rows (6), (8) and (9) above includes up to 1,728,022 shares of Common Stock (equal to the Blocker Amount) to be held indirectly by the reporting person upon (i) conversions of certain shares of Series C Preferred Stock, (ii) conversions of certain shares of Series D Preferred Stock, (iii) exercises of the June Warrants, and (iv) exercises of the October Warrants. In Row (11) the percentage is based on (a) 13,895,904 shares of Common Stock outstanding, as reported by the issuer in the Prospectus, plus (b)(i) 1,673,606 shares of Common Stock issued pursuant to conversion of shares of Preferred Stock and exercises of Warrants, which shares of Common Stock have been disposed of, and (ii) the Blocker Amount.


SCHEDULE 13G



Comment for Type of Reporting Person:  The percentage set forth on row (11) above and the number of shares of Common Stock set forth on rows (6), (8) and (9) above includes up to 1,728,022 shares of Common Stock (equal to the Blocker Amount) to be held indirectly by the reporting person upon (i) conversions of certain shares of Series C Preferred Stock, (ii) conversions of certain shares of Series D Preferred Stock, (iii) exercises of the June Warrants, and (iv) exercises of the October Warrants. In Row (11) the percentage is based on (a) 13,895,904 shares of Common Stock outstanding, as reported by the issuer in the Prospectus, plus (b)(i) 1,673,606 shares of Common Stock issued pursuant to conversion of shares of Preferred Stock and exercises of Warrants, which shares of Common Stock have been disposed of, and (ii) the Blocker Amount.


SCHEDULE 13G


 
Ascent Partners Fund LLC
 
Signature:/s/ Mikhail Gurevich
Name/Title:Mikhail Gurevich, signatory for Managing Member of Managing Member
Date:02/19/2026
 
Ascent Partners LLC
 
Signature:/s/ Mikhail Gurevich
Name/Title:Mikhail Gurevich, signatory for Managing Member
Date:02/19/2026
 
Dominion Capital LLC
 
Signature:/s/ Mikhail Gurevich
Name/Title:Mikhail Gurevich, Managing Member of Dominion Capital Holdings LLC, Manager of Dominion Capital GP LLC, Manager of Dominion Capital LLC
Date:02/19/2026
 
Dominion Capital GP LLC
 
Signature: /s/ Mikhail Gurevich
Name/Title:Mikhail Gurevich, Managing Member of Dominion Capital Holdings LLC, Manager of Dominion Capital GP LLC
Date:02/19/2026
 
Dominion Capital Holdings LLC
 
Signature:/s/ Mikhail Gurevich
Name/Title:Mikhail Gurevich, Managing Member
Date:02/19/2026
 
Masada Group Holdings LLC
 
Signature:/s/ Alon Brenner
Name/Title:Alon Brenner, Managing Member
Date:02/19/2026
 
Mikhail Gurevich
 
Signature:/s/ Mikhail Gurevich
Name/Title:Mikhail Gurevich
Date:02/19/2026
 
Gennadiy Gurevich
 
Signature:/s/ Gennadiy Gurevich
Name/Title:Gennadiy Gurevich
Date:02/19/2026
 
Alon Brenner
 
Signature:/s/ Alon Brenner
Name/Title:Alon Brenner
Date:02/19/2026

Comments accompanying signature:  Exhibit 1 - Joint Filing Agreement
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