Current Reports (8-K / 6-K)

The registrant sold Units of Beneficial Interest in an unregistered offering on March 31, 2026, raising $2.06 million in aggregate cash consideration.

The offering was conducted privately under Regulation D, relying on an exemption from registration under Section 4(2) of the Securities Act.

Philippe Pradel was promoted to Chief Compliance Officer and Deputy General Counsel of Campbell & Company, LP, effective March 30, 2026.

The promotion is part of Campbell's long-term succession planning, with Thomas Lloyd continuing as General Counsel.

CWCapital Asset Management LLC was terminated as special servicer for The Veranda and Audubon Crossings & Commons loan combinations effective April 2, 2025.

Torchlight Loan Services, LLC was appointed as the successor special servicer for the affected loan combinations under the BMARK 2021-B30 PSA.

LMCG Investments, LLC, as Directing Holder, executed the termination and appointment pursuant to Sections 3.22(b) and 7.02 of the PSA.

The affected loans are assets of Benchmark 2021-B31 Mortgage Trust but are serviced under the Benchmark 2021-B30 Pooling and Servicing Agreement.

The replacement special servicer assumes all responsibilities, duties, and liabilities under the PSA and related Co-Lender Agreements.

The company purchased 9,499,296 of its ordinary shares on April 2, 2026.

The share purchases were executed by Goldman Sachs International as broker.

The highest price paid per share was 97.4600 pence, with a volume weighted average price of 96.6426 pence.

These purchases are part of the company's existing share buyback programme.

The company intends to cancel the purchased shares.

The company purchased 9,499,296 of its ordinary shares on April 2, 2026.

The share purchases were executed by Goldman Sachs International as broker.

The highest price paid per share was 97.4600 pence, with a volume weighted average price of 96.6426 pence.

These purchases are part of the company's existing share buyback programme.

The company intends to cancel the purchased shares.

The company purchased 9,499,296 of its ordinary shares on April 2, 2026.

The share purchases were executed by Goldman Sachs International as broker.

The highest price paid per share was 97.4600 pence, with a volume weighted average price of 96.6426 pence.

These purchases are part of the company's existing share buyback programme.

The company intends to cancel the purchased shares.

Issued four new consolidated obligations with a total principal amount of $1.51 billion across trade dates March 30-31, 2026.

Three obligations are short-term variable rate discount notes maturing in July-August 2026, totaling $1.5 billion.

One obligation is a longer-term fixed rate bond maturing in April 2029 with a 4.23% coupon and optional redemption features.

All obligations are joint liabilities of the Federal Home Loan Banks and are not guaranteed by the U.S. government.

The Bank notes that Schedule A excludes short-term discount notes and does not reflect changes in total outstanding obligations.

Gross profit increased to $8.7 million for FY2025 from $3.9 million in FY2024, reflecting improved operational efficiency in refinery operations.

Net loss narrowed to $5.6 million ($0.38 per share) in FY2025 from $8.6 million ($0.58 per share) in FY2024, indicating reduced losses despite continued unprofitability.

Consolidated EBITDA turned positive at $1.3 million in FY2025 versus $(1.5) million in FY2024, driven by refinery operations EBITDA of $2.9 million compared to $(0.4) million.

Cash and cash equivalents plus restricted cash rose to $2.0 million as of December 31, 2025, up $0.9 million year-over-year, though working capital deficit widened to $24.4 million.

Refinery operations loss before income taxes improved to $1.3 million in FY2025 from $4.9 million in FY2024, signaling stronger core operational performance.

Dividend Committee declared quarterly dividend of $0.49091 per share on March 30, 2026.

Record date: close of business on March 27, 2026.

Payment date: on or about April 22, 2026.

Dividends payable in cash or reinvested in Shares for DRIP participants.

Applies to common shares of beneficial interest.

Purchased 208,535 Ordinary Shares on 30 March 2026 on LSE at a volume-weighted average price of 542.7442 GBp — reduces outstanding share count and supports EPS accretion.

Purchased 222,743 Ordinary Shares on 30 March 2026 on BATE at a volume-weighted average price of 542.6705 GBp — confirms execution across multiple UK trading venues.

Purchased 153,802 Ordinary Shares on 31 March 2026 on LSE at a volume-weighted average price of 549.8374 GBp — highest VWAP of the week, reflecting tighter bid-ask spread near month-end.

Following settlement, NatWest holds 194,949,527 Ordinary Shares in treasury and has 7,981,138,520 Ordinary Shares in issue (excluding treasury) — provides transparency on capital structure impact.

Purchased 208,535 Ordinary Shares on 30 March 2026 on LSE at a volume-weighted average price of 542.7442 GBp — reduces outstanding share count and supports EPS accretion.

Purchased 222,743 Ordinary Shares on 30 March 2026 on BATE at a volume-weighted average price of 542.6705 GBp — confirms execution across multiple UK trading venues.

Purchased 153,802 Ordinary Shares on 31 March 2026 on LSE at a volume-weighted average price of 549.8374 GBp — highest VWAP of the week, reflecting tighter bid-ask spread near month-end.

Following settlement, NatWest holds 194,949,527 Ordinary Shares in treasury and has 7,981,138,520 Ordinary Shares in issue (excluding treasury) — provides transparency on capital structure impact.

Monthly cash distribution declared at $0.324970 per unit, payable April 29, 2026 to record holders as of April 15, 2026.

Distribution reflects oil production for January 2026 and gas production for December 2025, with preliminary volumes of 44,645 barrels of oil and 885,409 Mcf of gas.

Preliminary average prices were $57.57 per barrel of oil and $3.42 per Mcf of gas for the current month.

Current month's distribution is higher than previous month's primarily due to increased oil and natural gas pricing, slightly offset by decreased production volumes.

Approximately $403,000 of revenue received will be posted in April 2026 in addition to normal cash receipts, with approximately $532,000 received since close of business in March.

First quarter 2026 financial results will be released after market close on April 29, 2026.

A conference call to discuss results will be held on April 30, 2026 at 11:00 am ET.

The 2026 Annual General Meeting of Shareholders will be held virtually on May 28, 2026 at 11:00 am ET.

The record date for determining shareholders entitled to vote at the Annual Meeting is April 15, 2026.

CWCAM replaces LNR Partners, LLC as special servicer for the 685 Fifth Avenue Retail Non-Serviced Loan Combination effective April 2, 2026.

The appointment was made by RX IV CMBS, LP, the directing certificateholder under the BANK 2018-BNK15 PSA.

CWCAM will assume responsibilities for servicing and administration if the loan becomes specially serviced, including any related REO property.

CWCAM will also perform reviews of material actions for the loan combination even when it is not specially serviced.

Amended option grant for CFO Brian Meadows to purchase 750,000 shares originally granted September 9, 2025.

Removed original milestone conditions from the stock options.

New vesting: one-third annually on each anniversary of March 27, 2026, contingent on continued employment.

Options issued under 2022 Omnibus Equity Incentive Plan.

Amendment effective March 27, 2026, aligning CFO incentives with long-term retention.

CWCapital Asset Management LLC was removed as special servicer for the 520 Almanor Mortgage Loan.

Torchlight Loan Services, LLC was appointed as the successor special servicer.

The servicing change is effective as of April 2, 2026.

The loan constitutes approximately 5.4% of the Benchmark 2021-B30 Mortgage Trust asset pool.

The Bank issued $5.7 billion in consolidated obligation bonds across seven separate tranches with trade dates between March 30 and March 31, 2026.

All issued instruments are Variable Single Index Floaters with Non-Callable provisions and unspecified coupon percentages.

Maturity dates are short-term, ranging from July 2, 2026, to December 8, 2026, indicating near-term liquidity management.

Consolidated obligations are joint and several obligations of the eleven Federal Home Loan Banks but are not guaranteed by the U.S. government.

The reported principal amounts represent par value, which may differ from GAAP amounts reported in periodic financial statements.

2025 Annual Compliance Reports under section 13G(2) of Broad-Based Black Economic Empowerment Amendment Act published.

2025 B-BBEE Certificate made available on company website.

Compliance fulfills JSE Limited Listings Requirements paragraph 12.7(g) with Appendix 1 to Section 6.

Documents accessible at https://www.goldfields.com/sustainability-reporting.php.

Announcement dated 31 March 2026.

2025 Annual Compliance Reports under section 13G(2) of Broad-Based Black Economic Empowerment Amendment Act published.

2025 B-BBEE Certificate made available on company website.

Compliance fulfills JSE Limited Listings Requirements paragraph 12.7(g) with Appendix 1 to Section 6.

Documents accessible at https://www.goldfields.com/sustainability-reporting.php.

Announcement dated 31 March 2026.

CWCapital Asset Management LLC was removed as special servicer for the Benchmark 2021-B30 Mortgage Trust.

Torchlight Loan Services, LLC was appointed as the successor special servicer, effective April 2, 2026.

Torchlight is a Delaware LLC with experience servicing CMBS assets since 2007 and has resolved over $12.2 billion in loans.

Torchlight's specially serviced portfolio as of December 31, 2025 included 54 loans with a face value exceeding $3.0 billion.

Torchlight is not an affiliate of the Depositor, Issuing Entity, or other transaction parties and does not own any Certificates.

Torchlight may enter into compensation arrangements with the initial Controlling Class Certificateholder related to its appointment.

Boliden completed its $30 million earn-in investment to secure a 60% interest in the DUKE District Joint Venture, effective April 1, 2026 — confirming continued major partner commitment and de-risking near-term exploration funding.

Boliden elected not to exercise its option to increase its interest to 70% by investing an additional $60 million — indicating strategic prioritization of capital allocation and potential moderation of long-term exposure.

The DUKE JV will fund future exploration on a pro rata 60% (Boliden) / 40% (Amarc) basis, with dilution rights — introducing potential for equity realignment based on future spending decisions.

2025 drilling expanded the DUKE Deposit and DUKE Offset, with multiple intercepts including 211 m of 0.25% CuEQ and 84 m of 0.16% CuEQ — demonstrating continued mineralization continuity and growth potential.

Structural periodicity along the NAK–DUKE magnetic corridor identifies recurring 6 km-spaced targets (C6, M4), interpreted as fault-intersection fluid pathways analogous to regional deposit controls — strengthening geological rationale for systematic district-scale discovery.

Orion Digital Corp. issued 2025 AIF for fiscal year ended December 31, 2025.

AIF dated March 31, 2026, with information stated as of December 31, 2025.

David Feller (CEO) and Gregory Feller (CFO) certified no material misrepresentations and fair presentation of financial condition.

Certifications confirm effective DC&P and ICFR using COSO 2013 framework with no material weaknesses.

Filing includes corporate history detailing 2019 business combination between Mogo Finance Technology Inc. and Difference Capital Financial Inc.

Orion Digital Corp. issued 2025 AIF for fiscal year ended December 31, 2025.

AIF dated March 31, 2026, with information stated as of December 31, 2025.

David Feller (CEO) and Gregory Feller (CFO) certified no material misrepresentations and fair presentation of financial condition.

Certifications confirm effective DC&P and ICFR using COSO 2013 framework with no material weaknesses.

Filing includes corporate history detailing 2019 business combination between Mogo Finance Technology Inc. and Difference Capital Financial Inc.

Chair Rick Haythornthwaite purchased 2,132 shares, representing the largest transaction among the reporting directors.

Eight independent non-executive directors purchased shares ranging from 198 to 576 shares each.

All share purchases were executed at a price of £5.7700 per share on the London Stock Exchange.

The transactions were conducted in accordance with the Company's Chairman and Non-executive Director shareholding policy.

Chair Rick Haythornthwaite purchased 2,132 shares, representing the largest transaction among the reporting directors.

Eight independent non-executive directors purchased shares ranging from 198 to 576 shares each.

All share purchases were executed at a price of £5.7700 per share on the London Stock Exchange.

The transactions were conducted in accordance with the Company's Chairman and Non-executive Director shareholding policy.

Rennova Health, Inc. — controlled by FOXO’s CEO — holds ~97.59% of voting rights as of March 20, 2026, enabling unilateral approval of corporate actions.

The Majority Stockholder approved a 150% increase in authorized Class A Common Stock, from 10B to 25B shares, via written consent without a shareholder meeting.

The Board fixed March 20, 2026 as the record date for determining stockholders entitled to receive the Schedule 14C Information Statement.

The Authorized Increase will become effective 20 days after mailing of the definitive Schedule 14C, which follows the April 1, 2026 filing of the preliminary version (PRE 14C).

CWCAM assumed general special servicing responsibilities for BANK 2018-BNK15 effective April 2, 2026, replacing LNR Partners.

CWCAM’s role excludes servicing of Non-Serviced Mortgage Loans and NCB Mortgage Loans per the Pooling and Servicing Agreement.

As of December 31, 2025, CWCAM served as special servicer for 330 domestic CMBS pools with $194.7 billion unpaid balance and 9,300 loans.

Two pending legal claims against CWCAM in the CWCapital Cobalt Vr Ltd. litigation were dismissed on January 13, 2026; CWCAM was fully dismissed from the action on January 22, 2026.

A separate lawsuit filed January 13, 2025 (ROC Debt Strategies II v. CWCAM) was dismissed with prejudice on January 22, 2026, following a business resolution.

Sold 59 shares of Series D Preferred Stock at $1,000 each for $59,000 aggregate, plus 6 commitment shares.

Issued warrant for 243,750,000 common shares at $0.000161 exercise price, expiring March 26, 2031.

Series D Preferred has $1,200 stated value and 8% annual dividend paid quarterly in cash or shares.

Potential to sell up to 13 additional Series D shares at GHS discretion, subject to equity conditions.

Sale relied on Section 4(a)(2) and Rule 506, to accredited investor GHS without registration.

Warrants include full-ratchet anti-dilution and 4.99% beneficial ownership limit.

Separate trading of Class A Ordinary Shares and Warrants commences April 6, 2026.

Each Unit consists of one Class A Ordinary Share and one-quarter of one Warrant.

Whole Warrants trade only; no fractional Warrants will be issued upon separation.

Unseparated Units continue trading under symbol 'HACQU' on the Nasdaq.

Separated Class A Ordinary Shares and Warrants will trade under symbols 'HACQ' and 'HACQW'.

David Lindberg received 1,034,617 ordinary shares valued at approximately £11.01 million, granted to buy out forfeited awards from his previous employer.

Of the total award, 128,664 shares vested immediately, with 60,473 shares sold to cover tax and social security liabilities, resulting in 68,191 net shares.

The remaining 905,953 shares are deferred awards vesting in annual tranches from March 2027 through March 2032, subject to 12-month retention periods.

The awards were priced at £10.646 per share based on the closing price on the London Stock Exchange on Lindberg's start date of December 8, 2025.

David Lindberg received 1,034,617 ordinary shares valued at approximately £11.01 million, granted to buy out forfeited awards from his previous employer.

Of the total award, 128,664 shares vested immediately, with 60,473 shares sold to cover tax and social security liabilities, resulting in 68,191 net shares.

The remaining 905,953 shares are deferred awards vesting in annual tranches from March 2027 through March 2032, subject to 12-month retention periods.

The awards were priced at £10.646 per share based on the closing price on the London Stock Exchange on Lindberg's start date of December 8, 2025.

Cameco's 2025 Modern Slavery Report covers the financial year ended December 31, 2025, as required by the Fighting Against Forced Labour and Child Labour in Supply Chains Act.

The company considers modern slavery risk low in its controlled operations due to locations in Canada, the U.S., and Australia with established labor laws.

In 2025, Cameco sourced inputs from approximately 2,061 suppliers globally with total annual spend of approximately $1.264 billion for Canadian operations.

Approximately 91% of Cameco's procurement spend for Canadian operations was with suppliers located in Canada, with 99% in Canada or the United States.

Cameco purchased 9.6 million pounds of uranium from 11 suppliers in 2025, with JV Inkai in Kazakhstan providing approximately 47% of purchased uranium.

The company updated its Supplier Code of Conduct and Ethics in 2024 to explicitly prohibit suppliers from engaging in forced labor, compulsory labor, or child labor.

Form 6-K filed with Exhibit 99.1 (d711806dex991.pdf) on 2026-04-02.

Document items listed as N/A.

Content primarily consists of uuencoded PDF data with no discernible textual facts.

The annual meeting will be held virtually on May 7, 2026, with shareholders of record as of March 9, 2026, eligible to vote.

Shareholders will vote on electing nine directors, reappointing KPMG LLP as auditor, and an advisory resolution on executive compensation.

The company reported 435,532,978 common shares outstanding as of March 9, 2026, and 435,457,978 as of December 31, 2025.

Director Daniel Camus is not standing for re-election after reaching the 15-year term limit, with nine other nominees proposed for election.

The company has adopted notice-and-access for delivering meeting materials electronically to reduce printing and mailing costs.

The Federal Home Loan Bank of Indianapolis will assume primary obligation for $15 million in bonds on April 7, 2026.

The bonds carry a fixed 4.000% coupon rate and mature on April 7, 2028.

The bonds are callable at the FHLBank's discretion on specified dates starting January 7, 2027.

Consolidated obligations are joint obligations of all FHLBanks and are not guaranteed by the U.S. government.

The reported $15 million par amount may differ from financial statement amounts due to discounts or premiums.

The Company declared a distribution for March 2026, with net amounts of $0.16000 per share for Class I and $0.14602 per share for Class S.

The distribution is payable to stockholders of record as of the open of business on March 31, 2026.

Payment will be made on or about April 9, 2026.

Distributions will be paid in cash or reinvested for participants in the Company's distribution reinvestment plan.

As of March 30, 2026, the Company had no shares of Class D common stock outstanding.

FHLBank issued $2.0 billion in consolidated obligation bonds across two separate CUSIPs.

Both issuances are Non-Callable Variable Single Index Floater bonds with short-term maturities.

Obligations are joint and several among the eleven Federal Home Loan Banks but not guaranteed by the U.S. government.

The bonds were traded on March 30, 2026, and settled on April 1, 2026.

Granted Awards for 2,119,724 ordinary shares of US$0.50 each at GBP 0 purchase price on 31 March 2026.

Vesting over three years: 33% on first and second anniversaries, 34% on third; up to five years for Material Risk Takers.

Awards subject to 12-month post-vesting retention; certain tied to project completion or buy-out mirroring prior awards.

Plan has 1,108,295,038 shares available under 10% limit and 355,511,014 under 5% limit.

No performance targets on Awards; clawback per regulatory obligations and prior forfeited awards.

Granted Awards for 2,119,724 ordinary shares of US$0.50 each at GBP 0 purchase price on 31 March 2026.

Vesting over three years: 33% on first and second anniversaries, 34% on third; up to five years for Material Risk Takers.

Awards subject to 12-month post-vesting retention; certain tied to project completion or buy-out mirroring prior awards.

Plan has 1,108,295,038 shares available under 10% limit and 355,511,014 under 5% limit.

No performance targets on Awards; clawback per regulatory obligations and prior forfeited awards.

FHLBank committed to issue $5M fixed-rate bond (5.75% coupon) maturing 4/13/2046 with optional principal redemption.

FHLBank committed to issue three variable Single Index Floater notes totaling $1.9B maturing between 8/4/2026 and 10/1/2026, all non-callable.

Consolidated obligations are joint and several liabilities of the eleven Federal Home Loan Banks, backed solely by their financial resources.

Schedule A excludes discount notes with maturity ≤1 year issued in ordinary course and does not reflect total outstanding obligations.

Principal amounts reported at par; may differ from GAAP financial statements due to discounts/premiums.

FHLBank may change reporting method for consolidated obligations at any time.

Account targets 75-85% net assets in direct real estate or related investments, holding 20.1% via joint ventures as of Dec 31, 2025.

Loan-to-value ratio was 18.4% as of Dec 31, 2025, below 30% guideline with 25% target.

Liquid fixed income investments targeted at 15-25% of net assets to support liquidity.

No liquid real estate-related securities held as of Dec 31, 2025.

Credit facilities include $1.4B revolving line; recent $700M note issuance in Oct 2025 with Series D and E notes.

FAQ covers investment strategy, risks, performance indicators, and liquidity guarantees.

Scrip reference price set at US$13.834482 per new ordinary share for the 2025 second interim dividend.

Dividend amount is 18.89 US cents per ordinary share, payable under the Evergreen Scrip Dividend Scheme.

Minimum shareholding requirement of 74 ordinary shares on record date (27 March 2026) to participate in scrip alternative.

Scrip reference price calculated as five-day LSE average middle-market price converted to USD using WMR spot rate on 1 April 2026.

Scrip reference price set at US$13.834482 per new ordinary share for the 2025 second interim dividend.

Dividend amount is 18.89 US cents per ordinary share, payable under the Evergreen Scrip Dividend Scheme.

Minimum shareholding requirement of 74 ordinary shares on record date (27 March 2026) to participate in scrip alternative.

Scrip reference price calculated as five-day LSE average middle-market price converted to USD using WMR spot rate on 1 April 2026.

Bank committed to two consolidated obligation bonds totaling $25 million par amount.

First bond: $10M, 4.730% fixed rate, matures 4/3/2036, Bermudan call from 4/3/2028.

Second bond: $15M, 4.000% fixed rate, matures 10/6/2028, European call on 10/6/2026.

Bonds are joint obligations of 11 FHLBanks, backed solely by FHLBanks' resources, not U.S. government.

Schedule A excludes short-term discount notes and derivative instruments.

Bank has not judged materiality of these obligations.

Company updated corporate presentation for investor meetings.

Presentation filed as Exhibit 99.1 to this 8-K.

Executive Directors Deepak Nath and John Rogers received deferred share bonus awards on April 1, 2026, with 83,494 and 48,071 shares respectively, vesting on March 15, 2029.

Performance share awards were granted to 12 PDMRs under the Global Share Plan 2020 on April 1, 2026, with vesting subject to performance conditions measured from January 2026 to December 2028.

Restricted share awards were granted to 12 PDMRs under the Restricted Share Plan 2024 on April 1, 2026, vesting in equal annual tranches over three years, with additional conditions for the CEO and CFO.

All awards were calculated using a share price of £12.744, based on the ten-day average following the company's full-year 2025 results announcement on March 2, 2026.

Participants in all plans will receive additional shares equivalent to dividends payable on vested shares during the respective vesting periods.

Executive Directors Deepak Nath and John Rogers received deferred share bonus awards on April 1, 2026, with 83,494 and 48,071 shares respectively, vesting on March 15, 2029.

Performance share awards were granted to 12 PDMRs under the Global Share Plan 2020 on April 1, 2026, with vesting subject to performance conditions measured from January 2026 to December 2028.

Restricted share awards were granted to 12 PDMRs under the Restricted Share Plan 2024 on April 1, 2026, vesting in equal annual tranches over three years, with additional conditions for the CEO and CFO.

All awards were calculated using a share price of £12.744, based on the ten-day average following the company's full-year 2025 results announcement on March 2, 2026.

Participants in all plans will receive additional shares equivalent to dividends payable on vested shares during the respective vesting periods.

Phase 3 trial (N=90) missed primary endpoint: no statistically significant HAM-D17 reduction vs placebo at hour 60.

Post hoc analysis (n=54 with psychiatric history) showed statistically significant HAM-D17 reductions vs placebo from hour 12 through day 30.

LPCN 1154 well tolerated with no AEs >5%, no SAEs, no discontinuations, supporting outpatient use.

Applied for FDA breakthrough therapy and fast track designations based on post hoc results.

Plans to evaluate options including continued development, partnerships, or strategic transactions while preserving capital.

Annual general meeting scheduled for May 6, 2026 at 3:00 pm Mountain Time, virtual-only via specified link.

Formal business includes receiving 2025 financials, fixing 8 directors, electing directors, appointing Deloitte LLP as auditors, and advisory vote on executive compensation.

152,599,504 common shares outstanding as of March 18, 2026, traded as VET on TSX and NYSE.

2025 highlights include 46% production per share growth, 30% unit cost reduction, and portfolio repositioning via Westbrick acquisition and divestitures.

Announced 2026 budget with over 40% production per share increase versus 2024 and 30% capital efficiency improvement.

Circular mailed April 2, 2026 using notice-and-access model.

Cre8's subsidiary acquired 100% of Upperhand Investment Limited, a holding company with a Japanese operating subsidiary, for US$200,000 in cash.

The acquisition aims to grant capabilities for cross-border IPOs and dual listings in Japan and address jurisdiction-specific regulatory requirements.

The purchase price was paid in full on March 17, 2026, and title to the shares was transferred on April 1, 2026.

The acquisition is expected to realize operational efficiencies through integration of resources across logistics, technology, and infrastructure.

Issued 739,840 ordinary shares valued at $500,000 for M&A consulting on Chaokun acquisition.

Issued 190,245 ordinary shares valued at $90,000 for 12-month investor relations services.

Issued 697,564 ordinary shares valued at $330,000 for 12-month financial advisory services.

Total shares issued: 1,627,649 on February 26, 2026, to unaffiliated third-party advisors.

Post-issuance ordinary shares outstanding: 10,248,337.

Shares issued under Section 4(a)(2) or Regulation D exemption, unregistered under Securities Act.