Item 2. Unregistered Sales of Equity Securities
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES, USE OF PROCEEDS, AND ISSUER PURCHASES OF EQUITY SECURITIES
(a) Unregistered Sales of Equity Securities during the Three Months Ended September 30, 2025
On September 26, 2025, we entered into the Exchange Agreements, pursuant to which, at the Closing, each of Charter, Liberty and Pine will exchange the 31,928,301 shares of Preferred Stock currently owned by such holder for (i) 4,223,621 shares of Series C Preferred Stock, which
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will be convertible into shares of Common Stock, and (ii) 3,286,825 shares of Common Stock. The Closing is subject to various closing conditions, including approval by our stockholders. The securities that will be issued as part of this transaction (if approved and consummated) will not initially be registered under the Securities Act of 1933, as amended (the "Securities Act"), in reliance on an exemption from registration provided by Section 4(a)(2) of the Securities Act and/or Regulation D promulgated thereunder. Additional information required by Item 701 of Regulation S-K was previously included in our Current Report on Form 8-K filed on September 29, 2025.
(b) Use of Proceeds from Sale of Registered Equity Securities
None.
(c) Purchases of Equity Securities by the Issuer and Affiliated Purchasers
None.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
Not applicable.
ITEM 4. MINE SAFETY DISCLOSURES
Not applicable.
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