Item 2. Unregistered Sales of Equity Securities
Item 2. Unregistered Sales Of Equity Securities, Use Of Proceeds And Issuer Purchases Of Equity Securities
Unregistered Equity Issuance – SPA Portf olio Conversions
During the six months ended June 30, 2025, the Company issued convertible promissory notes, related warrants and incremental warrants pursuant to the Securities Purchase Agreement dated March 21, 2025 (the “2025 March Unsecured SPA”). These instruments (collectively, the “2025 March Unsecured SPA Notes” and “2025 March Unsecured SPA Warrants”) form part of the Company’s broader SPA Portfolio Notes financing program. As of June 30, 2025 the Company had received $8.2 million in proceeds in advance of the third closing, which occurred on July 11, 2025. The corresponding notes are reported as outstanding as of period end.
As of the date of this report, the securities issued in connection with the second and third closings of the 2025 March Unsecured SPA Notes, related warrants, and shares underlying the Incremental Warrants have not been registered under the Securities Act of 1933, as amended (the “Securities Act”). These securities were issued in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act and Rule 506 of Regulation D and were sold exclusively to accredited investors in private placements without general solicitation or advertising.
In prior periods, the Company issued additional convertible notes and warrants under the SPA Portfolio Notes program, including the Secured SPA Notes, 2023 Unsecured SPA Notes, 2024 Unsecured SPA Notes, and Junior Secured SPA Notes. As of the date of this report, securities issued under the 2024 Unsecured SPA and Junior Secured SPA remain partially registered. The shares underlying certain of the 2025 March Unsecured SPA Notes remain partially registered. An amendment to a resale registration statement on Form S-1 was filed in May 2025 to register shares underlying the first closing of the 2025 March Unsecured SPA Notes, certain related warrants and shares issued to vendors including H.S.L and Envisage, which was declared effective in May 2025.
Univest Securities acted as placement agent in connection with the 2025 March Unsecured SPA Notes and received a placement agent fee and Placement Agent Warrants. Shares underlying the Placement Agent Warrants were partially registered.
Unregistered Equity Issuance – Cooper Standard. Settlement
In June 2025, the Company issued 423,333 shares of Class A Common Stock to Cooper Standard. in settlement of $0.6 million of outstanding payables. The issuance was made pursuant to a private settlement agreement and was not registered under the Securities Act of 1933, as amended (the “Securities Act”). The shares were issued in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act as a transaction by an issuer not involving a public offering. No general solicitation or advertising was used in connection with the issuance.
Item 3. Defaults Upon Senior Securities
None.
Item 4. Mine Safety Disclosures
Not applicable.
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