Item 2. Unregistered Sales of Equity Securities
ITEM 2 Unregistered Sales of Equity Securities and Use of Proceeds
Sales of Unregistered Securities
On June 30, 2025 the Company issued five-year warrants to affiliates of TCW Management (accredited investors) pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended, to purchase up to 3,934,776 shares of the Company’s common stock, issued in two equal tranches at an exercise price of $1.52 and $2.07 per share, respectively to TCW Management, in connection with the loan financing disclosed in footnote 6 Fair Value Measurement. Until the fourth anniversary after issuance, the Company has the right to repurchase up to 50% of each tranche of warrants at a price equal to $1.40 or $1.00, respectively, above the applicable exercise price. Upon a refinancing of the Term Loan, the holders of the warrants can require the Company to repurchase up to 50% of each tranche at a price equal to the stock price of the common stock at the time of repurchase less the exercise price. The warrants contain anti-dilution adjustments that may result in a change in the number of shares of common stock issuable upon exercise. The Company also has provided TCW Management with certain information and registration rights, including agreeing to file a registration statement within 45 days to register the resale of the shares underlying the warrants, pursuant to an Investor Rights Agreement.
ITEM 3 Defaults Upon Senior Securities
Not applicable.
ITEM 4 Mine Safety Disclosures
Not applicable.
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