Ben-Tzvi Avraham 4

What Happened

• Director Ben‑Tzvi Avraham received two equity awards: 25,000 restricted common shares (acquired 1/20/2026, vested 100% on grant) and a grant of options to purchase 25,000 shares (awarded 12/23/2025). Both awards show a $0.00 acquisition price on the Form 4 (i.e., awarded, not purchased).

Key Details

• Transaction dates and prices:
  • 2026-01-20: 25,000 restricted common shares granted and vested upon grant — $0.00.
  • 2025-12-23: Options to purchase 25,000 shares granted under the non‑employee director compensation program — $0.00 (derivative).
• Shares owned after transactions (per filing/footnotes): 25,100 common shares beneficially owned (25,000 restricted shares + 100 common shares held in a Roth IRA) and options outstanding to purchase 25,000 shares.
• Notable footnotes:
  • F1: The 25,000 restricted shares (1/20/2026) vested 100% upon grant under a consulting agreement.
  • F3: The 25,000 stock options (12/23/2025) vest over three years in equal quarterly installments, subject to continued board service.
  • F2: The filing notes 100 shares are held in a Roth IRA.
• Timeliness: The 12/23/2025 option grant was reported on the 1/22/2026 Form 4 (about 30 days later), which is late relative to the usual two‑business‑day Form 4 filing requirement; the 1/20/2026 restricted stock grant was reported promptly.

Context

• This filing reflects compensation awards rather than open‑market purchases or sales. Restricted stock awarded and vested immediately (bullish signal for alignment, but is compensation). The option grant is a standard director compensation item and vests over time — it does not represent immediately exercisable shares until vested or exercised.