What changed in this filing

/stocks — the workspaceLOADING

Item 2. Unregistered Sales of Equity Securities

2024-05-14 compared with 2023-11-14 · 11 added, 37 removed, 4 unchanged (92% of the section changed)

UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

Convertible Senior Secured Term Loan –

On September 18, 2023, the Company entered into

a convertible senior secured term loan agreement with ATW Special Situations II LLC as collateral agent (in such capacity, the “Collateral

Agent”) and lender, and Transocean Finance Limited, ATW Special Situations I LLC, Material Impact Fund II, L.P., and RCB Equities

#1, LLC, as lenders, are related parties.

The Convertible Senior Secured Term Loan Agreement

provides the Company with up to $20.0 million of secured term loans, of which $11.6 million has already been funded and deemed issued

under the Convertible Senior Secured Term Loan Agreement.

Any portion of the outstanding principal amount of the Loans is prepayable at

the Company’s option pro rata to each Lender upon at least five days’ prior written notice to each Lender.

The Convertible Senior Secured Term Loan Agreement

included a 2.5% exit fee or $290,000, bearing interest at 12.50% per annum, payable quarterly in arrears on the first day of each calendar

quarter commencing April 1, 2024.

The loan agreement included a 2.5% original issue discount or $125,000 from the RCB Equities #1, LLC

promissory note.

The loan includes assumed legal fees of $150,000, deemed interest from convertible debentures of $378,116, and $500,000

held in escrow, recorded under other current assets of the condensed consolidated balance sheet.

The escrow balance will be held for at

least thirty days or until the collateral agent determines no obligation of expense greater than $150,000 incurred by the lender.

Loans will mature on the earliest of (a) the third anniversary of the date of the Term Loan Agreement of September 17, 2026., (b) 91 days

prior to the maturity of the 5% Original Issue Discount Senior Secured Convertible Debentures, dated as of September 9, 2022.

Subject to the terms and conditions of the Term

Loan Agreement, the Company may, upon at least two trading days’ written notice to the Lenders, elect to redeem some or all of the

then outstanding principal amount of the Loans.

In connection with any such election, which shall be irrevocable, the Company shall pay

each Lender, on a pro rata basis, an amount in cash equal to the greater of (x) the sum of (i) 100% of the then outstanding principal

amount of the Loans, (ii) accrued but unpaid interest and (iii) all liquidated damages and other amounts due in respect of the Loans (including,

without limitation, the Exit Fee (as defined in the Term Loan Agreement)) (the “Optional Redemption Amount”) and (y) the product

of (i) the aggregate number of shares of the Company’s common stock, par value $0.0001 per share (“Common Stock”), then

issuable upon conversion of the applicable Optional Redemption Amount (without regard to any limitations on conversion set forth in the

Term Loan Agreement) multiplied by (ii) the highest closing sale price of the Common Stock on any trading day during the period commencing

on the date immediately preceding the date that the applicable notice of redemption is delivered to the Lenders and ending on the trading

day immediately prior to the date the Company makes the entire payment required to be made in connection with such redemption.

The Loans are convertible, in whole or in part,

at the option of each Lender into shares of Common Stock until the date that the Loans are no longer outstanding, at a conversion rate

equal to the outstanding principal amount of the Loans to be converted divided by a conversion price of $6.00 per share of Common Stock

(the “Conversion Price”), subject to certain customary anti-dilution adjustments as described in the Term Loan Agreement.

On January 30, 2024, the Company also entered into a senior secured term loan agreement (the "2024 Term Loan Agreement") with ATW Management, as collateral agent and lender, and ATW III, MIF, VHG Investments, ATW II and ATW I, as lenders.

The 2024 Term Loan Agreement provides the Company with an aggregate $ 9,551,856 of secured term loans.

Any portion of the outstanding principal amount of the 2024 Loans is prepayable at the Company’s option pro rata to each Lender upon at least 5 days’ prior written notice to each Lender.

The 2024 Term Loan Agreement also provides for up to an additional $ 6 million of secured term loans within 180 days of signing, $ 1 million of which has already been committed by ATW III or an affiliate.

The 2024 Loans bear interest at the rate of 15 % per annum, payable quarterly in arrears on the first day of each calendar quarter commencing April 1, 2024.

The Loans (other than the ATW Extended Maturity Term Loan) will mature on the earliest of:

(a) the third anniversary of the date of the Term Loan Agreement, (b) the maturity of the Indebtedness under that certain Senior Secured Term Loan Agreement among the Company, the lenders party thereto and Acquiom Agency Services LLC, as collateral agent, dated September 18, 2023, as amended on December 31, 2023, and as further amended on January 30, 2024 (the “Term Loan Agreement”), and (c) 91 days prior to the maturity of the 5 % Original Issue Discount Senior Secured Convertible Debentures, dated as of September 9, 2022 (the “Original Debentures”), issued by the Company pursuant to that certain Securities Purchase Agreement, dated as of December 16, 2021, as amended on January 31, 2022, and as further amended on September 9, 2022, and as further amended on January 30, 2024 (the “SPA”).

The ATW Extended Maturity Term Loan will mature on the earlier of the 30th anniversary of the date of the Term Loan Agreement or such earlier date as is required or permitted to be repaid under the Term Loan Agreement.

Subject to the terms and conditions of the Term Loan Agreement, the Company may, upon at least two trading days’ written notice to the Lenders, elect to redeem some or all of the then outstanding principal amount of the Loans.

In connection with any such election, which shall be irrevocable, the Company shall pay each Lender, on a pro rata basis, an amount in cash equal to the greater of (x) the sum of (i) 100% of the then outstanding principal amount of the Loans, (ii) accrued but unpaid interest and (iii) all liquidated damages and other amounts due in respect of the Loans (including, without limitation, the Minimum Return Fee (as defined in the Term Loan Agreement)) (the “Optional Redemption Amount”) and (y) the product of (i) the aggregate number of shares of the Company’s common stock, par value $0.0001 per share (“Common Stock”), then issuable upon conversion of the applicable Optional Redemption Amount (without regard to any limitations on conversion set forth in the Term Loan Agreement) multiplied by (ii) the greatest closing sale price of the Common Stock on any trading day during the period commencing on the date immediately preceding the date that the applicable notice of redemption is delivered to the Lenders and ending on the trading day immediately prior to the date the Company makes the entire payment required to be made in connection with such redemption.

The 2024 Loans are convertible, in whole or in part, at the option of each Lender into shares of Common Stock until the date that the Loans are no longer outstanding, at a conversion rate equal to the outstanding principal amount of the Loans to be converted divided by a conversion price of $ 0.4582 per share of Common Stock, subject to certain adjustments as described in the 2024 Term Loan Agreement.

DEFAULTS UPON SENIOR SECURITIES

2 unchanged sentences

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 2. Unregistered Sales of Equity Securities