What changed in this filing

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Item 1A. Risk Factors

2026-07-23 compared with 2026-05-05 · 18 added, 19 removed, 58 unchanged (39% of the section changed)

3 unchanged sentences

There has been significant recent dilution and there may continue to be additional future dilution of our Common Stock, which could adversely affect the market price of shares of our Common Stock.

From January 1, 2020 through May 4, 2026, the outstanding shares of our Common Stock have increased by 606,861,417 shares (on a Reverse Stock Split adjusted basis) in a combination of at-the-market sales, forward sales, conversion of Series A Convertible Participating Preferred Stock, shareholder litigation settlement, conversion of Class B common stock, conversion of notes, exchanges of notes, transaction fee payments, and equity grant vesting.

From January 1, 2020 through July 22, 2026, the outstanding shares of our Common Stock have increased by 887,396,630 shares (on a Reverse Stock Split adjusted basis) in a combination of at-the-market sales, forward sales, conversion of Series A Convertible Participating Preferred Stock, shareholder litigation settlement, conversion of Class B common stock, conversion of notes, exchanges of notes, consent fee payments, transaction fee payments, and equity grant vesting.

On March 14, 2023, we held a special meeting of our stockholders and obtained the requisite stockholder approval for the certain amendments to the Company’s Third Amended and Restated Certificate of Incorporation to increase the Company’s total number of authorized shares of Common Stock and to effectuate a reverse split at a ratio of one share of Common Stock for every ten shares of Common Stock (the “Charter Amendments”) and on August 14, 2023, we filed the amendment to our certificate of incorporation implementing the Charter Amendments, effective as of August 24, 2023.

2 unchanged sentences

In addition, as described below, on December 10, 2025, following approval by our stockholders at the Annual Meeting (as defined herein), we increased the total number of authorized shares of Common Stock from 550,000,000 to 1,100,000,000.

On July 22, 2024, the Company and certain of its subsidiaries consummated a series of refinancing transactions (the “2024 Refinancing Transactions”) pursuant to which Muvico issued $414.4 million aggregate principal amount of Existing Exchangeable Notes that were exchangeable into shares of Common Stock.

On July 1, 2025, the Company and Muvico commenced a series of further refinancing transactions with certain of its debt holders (the “2025 Refinancing Transactions”) pursuant to which the Company issued 79,800,000 shares of Common Stock in exchange for $143.0 million aggregate principal amount of Existing Exchangeable Notes.

1 unchanged sentence

On September 30, 2025, $39.9 million aggregate principal of New Exchangeable Notes were cancelled pursuant to a downward adjustment feature in the New Exchangeable Notes, which represented the maximum possible downward adjustment under the New Exchangeable Notes.

As of March 31, 2026, approximately $111.6 million aggregate principal amount of Existing Exchangeable Notes were outstanding, including interest paid-in-kind in the form of additional Existing Exchangeable Notes (“PIK Notes”) to the holders thereof on December 15, 2025.

If the outstanding Existing Exchangeable Notes were exchanged fully into shares of Common Stock as of March 31, 2026, they would be converted into an aggregate of approximately 22.3 million shares of Common Stock.

As of June 30, 2026, approximately $116.1 million aggregate principal amount of Existing Exchangeable Notes were outstanding, including interest paid-in-kind in the form of additional Existing Exchangeable Notes (“PIK Notes”) to the holders thereof.

If the outstanding Existing Exchangeable Notes were exchanged fully into shares of Common Stock as of June 30, 2026, they would be converted into an aggregate of approximately 23.1 million shares of Common Stock.

If the outstanding Existing Exchangeable Notes were converted fully into shares of our Common Stock at maturity, and we were to elect to issue additional Existing Exchangeable Notes as PIK Notes on such outstanding Existing Exchangeable Notes and PIK Notes to the full extent permitted during the life of the Existing Exchangeable Notes (without regard to any limitations on our authorized share capital or on the exchange therein and giving effect to the changes in the applicable make-whole fee over the period), such Existing Exchangeable Notes (including PIK Notes) would be convertible at maturity into an aggregate of approximately 27.8 million shares of Common Stock.

At the Company’s 2025 Annual Meeting of Stockholders held on December 10, 2025 (the “Annual Meeting”), the Company’s stockholders approved an amendment to the Company’s certificate of incorporation to increase the total number of authorized shares of Common Stock from 550,000,000 shares to 1,100,000,000 shares (the “Authorized Share Increase”), which additional shares may be used for at-the-market sales (subject to certain caps on usage of at-the-market sales for the six months following the Annual Meeting pursuant to the terms of the indenture governing the New Exchangeable Notes), exchanges of notes, private placement transactions, equity grant vesting and other dilutive issuances.

Accordingly, we may issue additional shares of Common Stock to raise cash to bolster our liquidity, to repay, refinance, redeem or exchange indebtedness (including expenses, accrued interest and premium, if any), for working capital, to finance strategic initiatives and future acquisitions, to settle exchanges of the Existing Exchangeable Notes, including any PIK Notes, to settle exchanges of the New Exchangeable Notes, or for other purposes.

In addition, in connection with the Authorized Share Increase, the New Exchangeable Notes have become exchangeable and we have reserved 141.4 million shares of Common Stock to be exchanged for the New Exchangeable Notes.

As of May 4, 2026, there were 612,069,425 shares of Common Stock issued and outstanding.

We expect to issue additional shares of Common Stock, including Common Stock having an aggregate offering price up to $150,000,000 sold pursuant to the prospectus supplement we filed with the SEC on February 9, 2026.

In addition, as described above, shares of Common Stock may be used to settle exchanges of the Existing Exchangeable Notes and New Exchangeable Notes, including any additional Existing Exchangeable Notes or New Exchangeable Notes or interest paid in-kind by issuing Existing Exchangeable Notes, or for other purposes.

At the Company’s 2025 Annual Meeting of Stockholders held on December 10, 2025 (the “Annual Meeting”), the Company’s stockholders approved an amendment to the Company’s certificate of incorporation to increase the total number of authorized shares of Common Stock from 550,000,000 shares to 1,100,000,000 shares (the “Authorized Share Increase”), which additional shares may be used for at-the-market sales, exchanges of notes, private placement transactions, equity grant vesting and other dilutive issuances.

Accordingly, we may issue additional shares of Common Stock to raise cash to bolster our liquidity, to repay, refinance, redeem or exchange indebtedness (including expenses, accrued interest and premium, if any), for working capital, to finance strategic initiatives and future acquisitions, and to settle exchanges of the Existing Exchangeable Notes, including any PIK Notes, or for other purposes.

Furthermore, in connection with the 2025 Refinancing Transactions and the issuance of the New Exchangeable Notes, we paid a consent fee to certain consenting holders of our Existing Exchangeable Notes of 10.9 million shares of Common Stock.

Additionally, as consent fees for amending their respective indentures to provide us with greater flexibility to refinance our capital structure, we paid a consent fee of 4.5 million shares of Common Stock to consenting holders of the New Exchangeable Notes and 17.7 million shares of Common Stock to consenting holders of the New 2029 Notes.

In addition, in connection with the Authorized Share Increase, the New Exchangeable Notes became exchangeable for shares of our Common Stock.

In May 2026, we exchanged 142.1 million shares of Common Stock for the New Exchangeable Notes, including accrued and unpaid interest, representing the exchange in full of the New Exchangeable Notes for shares of Common Stock.

As of July 22, 2026, there were 892,604,638 shares of Common Stock issued and outstanding.

In addition, as described above, shares of Common Stock may be used to settle exchanges of the Existing Exchangeable Notes, including any additional Existing Exchangeable Notes or interest paid in-kind by issuing Existing Exchangeable Notes, or for other purposes.

We may also issue preferred equity securities or securities convertible into, or exchangeable for, or that represent the right to receive, shares of Common Stock or acquire interests in other companies, or other assets by using a combination of cash and shares of Common Stock, or just shares of Common Stock.

1 unchanged sentence

Any of these events may significantly dilute the ownership interests of current stockholders, reduce our earnings per share or have an adverse effect on the price of our shares of Common Stock.

As of May 4, 2026, we had approximately 254,272,244 authorized shares of Common Stock that have not been issued or reserved for issuance in connection with our current at-the-market offering announced February 9, 2026 (the “ATM Program”), our employee plans or exchanges under our Existing Exchangeable Notes and New Exchangeable Notes.

As of July 22, 2026, we had approximately 168,258,701 authorized shares of Common Stock that have not been issued or reserved for issuance in connection with our employee plans or exchanges under the Existing Exchangeable Notes.

As a result, we may in the future seek to obtain the requisite stockholder approval for the authorization of an additional number of authorized and unissued and unreserved shares of Common Stock, which may be used for at-the-market sales, exchanges of notes, private placement transactions, equity grant vesting and other dilutive issuances.

These future issuances may be dilutive and may result in a decline in the market price of our Common Stock.

The remaining authorized shares assume that no additional PIK interest is paid on the Existing Exchangeable Notes and that remaining shares sold pursuant to the prospectus supplement filed with the SEC on February 9, 2026 are issued at an assumed price of $1.45, representing the closing sales price of our Common Stock on May 4, 2026.

Actual share issuances will vary based on changes in the market price of our Common Stock.

The remaining authorized shares assume that no additional PIK interest is paid on the Existing Exchangeable Notes.

The market price and trading volume of our shares of Common Stock have experienced, and may continue to experience, extreme volatility, which could cause purchasers of our Common Stock to incur substantial losses.

The market prices and trading volume of our shares of Common Stock have experienced, and may continue to experience, extreme volatility, which could cause purchasers of our Common Stock to incur substantial losses.

For example, during 2025 and 2026 to date, the market price of our Common Stock has fluctuated from an intra-day low on the New York Stock Exchange (“NYSE”) of $0.93 per share on March 27, 2026 to an intra-day high on the NYSE of

$4.13 on January 7, 2025.

The last reported sale price of our Common Stock on the NYSE on May 4, 2026, was $1.45 per share.

During 2025 and 2026 to date, daily trading volume ranged from approximately 4,237,100 to 88,218,200 shares.

For example, during 2026 to date, the market price of our Common Stock has fluctuated from an intra-day low on the New York Stock Exchange (“NYSE”) of $0.93 per share on March 27, 2026 to an intra-day high on the NYSE of $2.96 on June 22, 2026.

The last reported sale price of our Common Stock on the NYSE on July 22, 2026, was $2.25 per share.

During 2026 to date, daily trading volume ranged from approximately 14,347,700 to 186,756,900 shares.

We believe that the volatility and our market prices have reflected and may continue to reflect market and trading dynamics unrelated to our underlying business, or macro or industry fundamentals, and we do not know how long these dynamics will last.

37 unchanged sentences

Until such time as the stockholders approve additional shares for the equity incentive plan, equity-related awards made to executives would need to be settled in cash.

Continued issuance of cash-settled awards may not be sustainable given the Company’s cash flow challenges.

The operating cash flow of the Company is still negative.

Continued issuance of cash-settled awards may not be sustainable given the Company’s recent cash flow challenges.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1A. Risk Factors