Unregistered Sales of Equity Securities and Use of Proceeds
−Removed: On January 8, 2026, pursuant to the previously disclosed terms of the 2024 Convertible Notes, the Company issued 69,382 shares of the Company’s common stock in payment of interest to one of the holders thereof.
+Added: On April 7, 2026, pursuant to the previously disclosed terms of the 2024 Convertible Notes, the Company issued 64,375 shares of the Company’s common stock in payment of interest to one of the holders thereof.
Such issuance was exempt from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), pursuant to Section 4(a)(2) of the Securities Act, as a transaction not involving public offerings.
−Removed: Except as disclosed above and as previously disclosed in our current and periodic reports filed prior to the date of this Form 10-Q, we did not sell any unregistered securities or repurchase any of our securities during the three months ended March 31, 2026.
+Added: Except as disclosed above and as previously disclosed in our current and periodic reports filed prior to the date of this Form 10-Q, we did not sell any unregistered securities or repurchase any of our securities during the three months ended June 30, 2026.
As long as the 2024 Convertible Notes are outstanding, we may not, directly or indirectly, redeem, or declare or pay any cash dividend or cash distribution on, any of our securities without the prior express written consent of a majority-in-interest of the holders of the 2024 Convertible Notes (subject to limited exceptions).
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