If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).




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SCHEDULE 13D




Comment for Type of Reporting Person:
Consists of (i) 87,749 shares of common stock held by Philip Wagenheim, (ii) 2,511 shares of common stock underlying vested options and (iii) 745,580 shares of common stock issuable upon exercise of warrants ("Warrants") held by Theseus Capital Partners, LLC ("Theseus") over which Philip Wagenheim holds sole voting and dispositive power. This amount does not include 154,408 shares of common stock issuable upon exercise of the Warrants held by Theseus over which Mr. Wagenheim holds sole voting and dispositive power because the exercise of such Warrants are subject to a 4.99% beneficial ownership blocker ("Blocker"). Accordingly, securities reported in rows (7), (9) and (11) do not show the number of shares of common stock that would be issuable upon full exercise of the Warrants, and the percentage in row (13) gives effect to the Blocker.


SCHEDULE 13D


 
Philip Wagenheim
 
Signature:/s/ Philip Wagenheim
Name/Title:Philip Wagenheim
Date:09/17/2026

ATTACHMENTS / EXHIBITS

ATTACHMENTS / EXHIBITS

EXHIBIT A