Unregistered Sales of Equity Securities and Use of Proceeds.
−Removed: Recent Sales of Unregistered Securities
−Removed: 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).
−Removed: The Investor owns more than five percent of the Company’s common stock.
+Added: During the three months ended June 30, 2026, the Company completed a series of Section 3(a)(9) Exchanges on April 30, 2026, May 1, 2026, May 14, 2026 and June 4, 2026 with the Investor whereby the Company issued an aggregate of 3,804,629 shares of its common stock in exchange for an aggregate of 991,172 units of 6.50% Senior Notes due 2026 (RILYN), 250,477 units of 5.00% Senior Notes due 2026 (RILYG), 46,625 units of 5.25% Senior Notes due 2028 (RILYZ) and 30,332 units of 6.00% Senior Notes due 2028 (RILYT).
+Added: As disclosed in the Investor’s 13G filed on April 22, 2026, the Investor owns more than five percent of the Company’s common stock.
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.
+Added: In connection with the Oaktree Credit Agreement, on February 26, 2025, the Company issued seven-year warrants (“Oaktree Warrants”) to certain affiliates of Oaktree (the “Oaktree Holders”) to purchase approximately 1,832,290 shares (or 6% on a fully diluted basis) of the Company’s common stock at an exercise price of $5.14 per share.
+Added: On May 28, 2026, the Oaktree Holders sent a cashless exercise notice to the Company in accordance with the terms of the Oaktree Warrants.
+Added: On May 29, 2026, the Company issued an aggregate of 915,251 shares of common stock to the Oaktree Holders in exchange for the surrender by the Oaktree Holders of 917,039 shares of the Company’s common stock.
+Added: The shares underlying the Oaktree Warrants are registered for resale on Form S-1 (which was subsequently amended by a Post-Effective Amendment) (Reg.
+Added: As of June 30, 2026, the Oaktree Warrants have been fully exercised and are no longer outstanding.
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.