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Recent Sales of Unregistered Securities
−Removed: There have been no sales of unregistered securities during the quarter ended September 30, 2025, except as set forth below:
−Removed: On July 11, 2025, the Company issued exchange warrants (the “Exchange Warrants”) to purchase 98,444 shares of the Company’s common stock, $0.0001 par value per share (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 New Notes.
−Removed: 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.
−Removed: The Exchange 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.
−Removed: No underwriters were engaged in connection with these issuances, and no underwriting discounts or commissions were paid.
−Removed: The Exchange 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.
+Added: During the three months ended March 31, 2026, the Company completed a series of Section 3(a)(9) Exchanges on February 6, 2026, February 27, 2026, March 10, 2026, March 13, 2026 and March 26, 2026 with the Investor whereby the Company issued an aggregate of 4,553,866 shares of its common stock in exchange for an aggregate of 440,086 units of 5.50% Senior Notes due 2026 (RILYK), 454,159 units of 6.50% Senior Notes due 2026 (RILYN), 107,306 units of 5.00% Senior Notes due 2026 (RILYG), 217,000 units of 5.25% Senior Notes due 2028 (RILYZ) and 225,000 units of 6.00% Senior Notes due 2028 (RILYT).
+Added: The Investor owns more than five percent of the Company’s common stock.
+Added: The shares of common stock were issued in reliance on the exemption from registration provided by Section 3(a)(9), as the securities were exchanged for the Company’s senior notes with an existing security holder and no commission or other remuneration was paid for soliciting the exchange.
Defaults Upon Senior Securities.
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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.