Item 2. Unregistered Sales of Equity Securities
Item 2. Unregistered Sales of
Equity Securities and Use of Proceeds
Common Stock Purchase Agreement
As previously disclosed on the Company’s Current Report on Form
8-K filed on February 28, 2025, on February 25, 2025, the Company entered into a common stock purchase agreement (the “Common Stock
Purchase Agreement”) and a related registration rights agreement (the “White Lion RRA”) with White Lion GBM Innovation
Fund (“White Lion”), which agreements were subsequently amended, as disclosed in the Company’s Current Reports on Form
8-K filed on May 12, 2025 and April 9, 2026. Capitalized terms used but not defined herein shall have the meanings ascribed to such terms
in the Common Stock Purchase Agreement, as amended.
Shares of Common Stock issuable under the
Common Stock Purchase Agreement have been registered for resale by the selling stockholder pursuant to the Company’s
registration statement on Form S-1, initially filed with the Securities and Exchange Commission on May 28, 2025 and subsequently
amended by Amendment No. 1 to Form S-1 filed on June 10, 2025.
Pursuant to the Common Stock Purchase Agreement, as amended, the Company
has the right, but not the obligation, to require White Lion to purchase, from time to time, shares of the Company’s common stock,
par value $0.0001 per share (the “Common Stock”), in an aggregate gross purchase price of up to the lesser of (i) $78,900,000
and (ii) the Exchange Cap, in each case, subject to certain limitations and conditions set forth therein.
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As further amended on April 7, 2026, the Common Stock Purchase Agreement
was modified to revise certain defined terms, including “Purchase Notice” and “Purchase Notice Limit,” and to
introduce additional purchase notice mechanisms, including intraday purchase notices and fixed purchase notices, providing the Company
with enhanced flexibility in accessing the equity line.
The Company intends to use the net proceeds from any sales of Common
Stock under the Common Stock Purchase Agreement for general corporate purposes, including working capital, research and development, and
other operating expenses.
For the three months ended March 31, 2026, the
Company issued an aggregate of 1,378,000 shares of its Common Stock under the Common Stock Purchase Agreement for gross proceeds of approximately
$0.85 million.
Warrant and Convertible Promissory Notes
In connection with the foregoing financing arrangements, on May 12,
2025, the Company issued to White Lion (i) a warrant to purchase shares of Common Stock with an aggregate value of up to approximately
$4.0 million (the “2025 Warrant”) and (ii) convertible promissory notes with an aggregate funding amount of approximately
$1.0 million (the “2025 Note”). As of March 31, 2026, a portion of the 2025 Warrant remained outstanding with an aggregate
value of $2,019,290, and the 2025 Note had been fully repaid.
Subsequently, on April 7, 2026, the Company entered into a Note Purchase
Agreement with White Lion, pursuant to which the Company issued a senior secured convertible promissory note in the principal amount of
$1,055,555.55 (the “2026 Note”). In consideration for the issuance of the 2026 Note, the Company received (i) $500,000 in
cash and (ii) a reduction of $2,019,290 of amounts outstanding under 2025 Warrant agreement, resulting in such warrant having no remaining
value.
The 2026 Note described above was issued in reliance upon the exemption
from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended, and/or Regulation D promulgated thereunder, as
a transaction not involving a public offering.
A more detailed discussion of the foregoing financing arrangements
is included in Part II, Item 2, “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity
and Capital Resources.”
Use of Proceeds from Registered Offerings
In connection with the closing of the Company’s business combination
in February 2025, approximately $1.2 million remained in the trust account following shareholder redemptions. As of the date of this report,
such funds have not yet been released and therefore have not been available for use by the Company. See “Item 3. Legal Proceedings”
for additional information regarding certain ongoing matters involving the Company.
Item 3. Defaults Upon Senior Securities
Not applicable.
Item 4. Mine Safety Disclosures
Not applicable.
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