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Unregistered Equity Issuance – SPA Portfolio Conversions
−Removed: During the three months ended March 31, 2026, the Company issued convertible promissory notes, related warrants and incremental warrants pursuant to various Securities Purchase Agreements.
+Added: During the six months ended June 30, 2026, the Company issued convertible promissory notes, related warrants and incremental warrants pursuant to various Securities Purchase Agreements.
These instruments form the Company’s SPA Portfolio Notes financing program.
−Removed: As of March 31, 2026 the Company had received $4.7 million in proceeds in advance of the fourth closing of the 2025 March Unsecured SPA Notes, which have not closed as of the issuance date of this report.
+Added: As of June 30, 2026 the Company had received $4.7 million in proceeds in advance of the fourth closing of the 2025 March Unsecured SPA Notes, which have not closed as of the issuance date of this report.
The corresponding notes are reported as outstanding as of period end.
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Pursuant to the terms of the Settlement and Release Agreement and related Share Issuance Agreement, if the Company fails to timely issue and deliver the shares, file a resale registration statement within the required period, or cause such registration statement to be declared effective within the required period, the share component will no longer be satisfied in shares and will instead become payable in cash in monthly installments.
−Removed: Unregistered Equity and Equity-Linked Securities Expected to Be Issued Subsequent to March 31, 2026
−Removed: In April 2026, the Company amended and restated its previously disclosed securities purchase agreement with Gold King Arthur Holding Limited, a third-party investor designated by AIXC.
−Removed: The Company expects to issue certain unregistered equity and equity-linked securities.
−Removed: The securities are expected to be issued in reliance on Section 4(a)(2) of the Securities Act and/or Rule 506(b) of Regulation D.
+Added: Unregistered Equity and Equity-Linked Securities Expected to Be Issued Subsequent to June 30, 2026
+Added: (a) Recent Sales of Unregistered Securities.
+Added: During the quarter, the Company relied on the exemption provided by Section 4(a)(2) of the Securities Act of 1933, as amended (the "Securities Act") (and, with respect to the Secured Streeterville Notes, Rule 506 of Regulation D thereunder), for private placements to accredited investors not involving any public offering, and on Section 3(a)(9) of the Securities Act for shares of Class A Common Stock issued upon conversion of the Company's outstanding convertible notes, where such shares were exchanged with existing security holders and no commission or other remuneration was paid for soliciting the exchange.
+Added: The following unregistered issuances during the three months ended June 30, 2026 were previously reported on Current Reports on Form 8-K and are incorporated herein by reference:
+Added: (i) the issuance of one share of Series A Preferred Stock on April 15, 2026;
+Added: (ii) the securities issued under the Amended and Restated Securities Purchase Agreement with Gold King Arthur Holding Limited entered into on April 15, 2026;
+Added: (iii) the Secured Streeterville Notes issued on April 17, 2026;
+Added: and (iv) the convertible notes issued on May 15, 2026 in an aggregate principal amount of $25.0 million.
+Added: In addition, during the three months ended June 30, 2026, the Company issued (i) an aggregate of 419,464 shares of Class A Common Stock upon the conversion of outstanding convertible notes, in reliance on Section 3(a)(9) of the Securities Act, and (ii) 3,678 shares of Class A Common Stock to a certain vendor in settlement of outstanding obligations, in reliance on Section 4(a)(2) of the Securities Act.
+Added: The shares of Class A Common Stock described above are "restricted securities" as defined in Rule 144 under the Securities Act.
+Added: Share amounts presented above have been retroactively adjusted to reflect the 1-for-150 reverse stock split effected on July 24, 2026.
+Added: (b) Use of Proceeds.
+Added: Not applicable.
+Added: (c) Issuer Purchases of Equity Securities.
+Added: None during the quarter
Defaults Upon Senior Securities
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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.