Item 2. Unregistered Sales of Equity Securities
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
Recent Sales of Unregistered Securities
There have been no sales of unregistered securities during the quarter ended March 31, 2025, except as set forth
below:
As previously disclosed, on February 26, 2025, the Company issued to certain affiliates of Oaktree Capital Management, L.P. (the “Oaktree Holders”) warrants (the “Oaktree Warrants”) to purchase approximately 1,832,290 shares of the Company’s common stock, $0.0001 par value per share (the “Common Stock”), at an exercise price of $5.14 per share, in connection with the Oaktree Credit Agreement. The Oaktree Warrants contain certain anti-dilution provisions pursuant to which, under certain circumstances, the Oaktree Holders would be entitled to exercise the Oaktree Warrants for up to 19.9% of the then-outstanding shares of Common Stock.
As previously disclosed, on March 26, 2025, the Company issued warrants (the “Exchange Warrants,” and together with the Oaktree Warrants, the “Warrants”) to purchase up to 351,012 shares of the Common Stock, at an exercise price of $10.00 per share, in connection with a private exchange transaction in which certain of the Company’s senior notes held by an investor were exchanged for newly-issued New Notes. The Exchange Warrants contain certain anti-dilution provisions and upon exercise, the holders of the Exchange Warrants are entitled to dividends and distributions as if the Exchange Warrants had been exercised in full prior to the dividend or distribution date.
The Warrants were issued in reliance upon an exemption from registration provided by Section 4(a)(2) of the Securities Act, as the transactions did not involve any public offering.
No underwriters were engaged in connection with these issuances, and no underwriting discounts or commissions were paid. The Warrants contain restrictions on transfer and may not be offered or sold in the United States absent registration or an applicable exemption from registration under the Securities Act and applicable state securities laws.
Item 3. Defaults Upon Senior Securities.
None.
Item 4. Mine Safety Disclosures.
Not applicable.
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