Item 2. Unregistered Sales of Equity Securities
Item 2. Unregistered Sales of Equity Securities
and Use of Proceeds
On March 1, 2026, we issued
63,754 pre-funded warrants as payments of interest pursuant to the May 2025 Notes with an effective conversion price of $23.53. On March
9, 2026, we issued 78,459 pre-funded warrants to RSLGH as payment of interest pursuant to the August 2025 Note held by RSLGH with an effective
conversion price of $29.475. The pre-funded warrants have an exercise price of $0.001 per share. The offers, sales and issuances of the
securities described in this Item 2 were deemed to be exempt from registration under the Securities Act in reliance on Section 4(a)(2)
of the Securities Act and Rule 506 promulgated under Regulation D promulgated thereunder as transactions by an issuer not involving
a public offering. The recipients of securities in each of these transactions acquired the securities for investment only and not with
a view to or for sale in connection with any distribution thereof, and appropriate legends were affixed to the securities issued in these
transactions.
Item 3. Defaults Upon Senior Securities
None.
Item 4. Mine Safety Disclosures
Not applicable.
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