Item 2. Unregistered Sales of Equity Securities
Item
2. Unregistered Sales of Equity Securities and Use of Proceeds
Except
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,
2025. The equity dividends described in Note 12, Preferred Stock , to our accompanying unaudited condensed consolidated
financial statements (which were previously disclosed in a current report filed prior to the date of this Form 10-Q) were 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 transactions not involving public offerings.
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). Furthermore, our common stock is junior to our preferred stock with respect to certain in-kind dividends payable
to the holders of such preferred stock.
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