Item 2. Unregistered Sales of Equity Securities
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
In June 2026, we issued 9,071 shares of preferred stock to 130 employees for services rendered. The issuance of preferred stock to 62 of these employees was exempt from registration under Regulation S promulgated under the Securities Act of 1933, as amended (the “Securities Act”), because the shares were issued outside the United States to non-U.S. persons (as defined in Regulation S). The issuance of preferred stock to the remaining 68 employees, who are U.S. persons, was exempt under Section 4(a)(2) of the Securities Act. These U.S. persons are knowledgeable, sophisticated, and experienced
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in making investment decisions of this kind and received adequate information about us or had adequate access to such information, including through their business relationship with us.
In June 2026, we also issued 82 shares of preferred stock to two employees pursuant to the exercise of stock options for cash at a price of $25.13 per share. The two employees are U.S. persons, and the issuance of such shares was exempt under Section 4(a)(2) of the Securities Act. These U.S. persons are knowledgeable, sophisticated and experienced in making investment decisions of this kind and received adequate information about us or had adequate access to such information, including through their business relationship with us.
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