Item 2. Unregistered Sales of Equity Securities
ITEM 2.
UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
The following table provides information with respect to stock purchased and retired by the Company during the nine months ended September 30, 2025.
Total Number of Shares
Maximum Number (or
of Common Stock
Approximate Dollar
Total Number of
Purchased as
Value) of Common
Shares of
Average
Part of a Publicly
Stock That May Yet
Common Stock
Price per
Announced
Be Purchased Under
Period
Purchased
Share
Plan or Program
the Plan or Program
January 1, 2025 to January 30, 2025 (i)
51,022
$
0.42
—
—
February 1, 2025 to February 28, 2025 (i)
76,290
0.28
—
—
March 1, 2025 to March 31, 2025 (i)
7,654
2.82
—
—
April 1, 2025 to April 30, 2025 (i)
8,297
2.38
—
—
May 1, 2025 to May 31, 2025 (i)
8,403
2.35
—
—
June 1, 2025 to June 30, 2025 (i)
10,909
1.81
—
—
July 1, 2025 to July 31, 2025 (i)
17,973
1.08
—
—
August 1, 2025 to August 31, 2025 (i)
13,865
1.40
—
—
September 1, 2025 to September 30, 2025 (i)
7,774
1.76
—
—
Total
202,187
$
0.87
—
—
(i) The shares were exchanged from executives in connection with the income tax withholding obligations on behalf of such executives from the receipt of stock awards. The 2011 Plan and 2021 Plan allow for award holders to surrender vested shares to cover withholding tax liabilities.
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ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. MINE SAFETY DISCLOSURES
Not applicable.
I T E M 5. OTHER INFORMATION
On December 12, 2024, we and certain of our subsidiaries entered into a loan and security agreement with FEAC Agent, LLC, as administrative agent and collateral agent, pursuant to which the lenders made term loans to the Company and agreed to make additional term loans to the Company upon the satisfaction of a condition precedent described in the loan agreement. The current outstanding balances are as follows: (i) Term Loan A in the amount of $3.75 million and (ii) Term Loan B in the amount of $9.66 million.
As a result of our failure to satisfy the minimum revenues covenant for the three month periods ended June 30, 2025 and September 30, 2025, on November 18, 2025, we entered into a further amendment to the loan and security agreement to (i) amend certain financial covenants, including eliminate the minimum liquidity covenant if a payment of $3.25 million principal amount of Term Loan A is made on or prior to February 20, 2026, (ii) waive our failure to satisfy the minimum revenues covenant for the three months ended June 30, 2025 and September 30, 2025, (iii) require a payment of $3.25 million principal amount of Term Loan A on February 20, 2026, (iv) after such payment of Term Loan A, defer the quarterly installment payments of Term Loan A until December 31, 2026 and require a $500,000 principal payment of Term Loan A on that date, and (v) require us to pay an amendment fee of $450,000 (of which $125,000 is payable on December 5, 2025 and the remaining $325,000 will be due if $3.25 million principal amount of Term Loan A is not repaid on or prior to February 20, 2026). Additionally, the minimum actual revenues covenant was revised as follows:
Minimum Quarterly Revenues:
Quarter Ending
Period
Revenue Minimums
3/31/2025
Trailing 3 Mo.
-
6/30/2025
Trailing 3 Mo.
Waived
9/30/2025
Trailing 3 Mo.
Waived
12/31/2025
Trailing 12 Mo.
$3,900,000
3/31/2026
Trailing 12 Mo.
$8,000,000
6/30/2026
Trailing 12 Mo.
$9,500,000
9/30/2026
Trailing 12 Mo.
$11,000,000
12/31/2026
Trailing 12 Mo.
$13,000,000
3/31/2027
Trailing 12 Mo.
$14,000,000
6/30/2027
Trailing 12 Mo.
$14,000,000
9/30/2027
Trailing 12 Mo.
$14,000,000
12/31/2027
Trailing 12 Mo.
$14,000,000
3/31/2028
Trailing 12 Mo.
$14,500,000
6/30/2028
Trailing 12 Mo.
$14,500,000
9/30/2028
Trailing 12 Mo.
$14,500,000
12/31/2028
Trailing 12 Mo.
$14,500,000
Minimum Quarterly Revenues - Halston:
Quarter Ending
Period
Revenue Minimums
3/31/2025
Trailing 3 Mo.
-
6/30/2025
Trailing 6 Mo.
Waived
9/30/2025
Trailing 9 Mo.
Waived
12/31/2025
Trailing 12 Mo.
$1,700,000
3/31/2026
Trailing 12 Mo.
$3,238,200
6/30/2026
Trailing 12 Mo.
$3,524,400
9/30/2026
Trailing 12 Mo.
$3,572,438
12/31/2026
Trailing 12 Mo.
$3,840,750
3/31/2027
Trailing 12 Mo.
$4,280,091
6/30/2027
Trailing 12 Mo.
$4,719,431
9/30/2027
Trailing 12 Mo.
$5,158,772
12/31/2027
Trailing 12 Mo.
$5,598,113
3/31/2028
Trailing 12 Mo.
$5,871,323
6/30/2028
Trailing 12 Mo.
$6,144,533
9/30/2028
Trailing 12 Mo.
$6,417,744
12/31/2028
Trailing 12 Mo.
$6,417,744
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Table of Contents
The milestone obligations are as follows:
1. Engagement of an investment banker on or before December 1, 2025.
2. Distribution of marketing materials on or before December 23, 2025 to assist with the investment banker.
3. Receipt of written indication of interest on or before January 16, 2026, with indication of interest in a transaction.
4. Receipt of at least one fully executed letter of intent on or before January 30, 2026.
5. Deposit of an additional $175,000 into the blocked account on February 10, 2026.
6. Closing of a transaction by February 20, 2026.
For avoidance of doubt, the amount of proceeds from any such transaction referred to in the milestones above must be sufficient to repay the First Out Obligations, which include $3.25 million of the outstanding balance of the Term Loan A and all accrued interest thereon, plus fees.
ITEM 6. EXHIBITS
The following exhibits are filed herewith:
31.1 Rule 13a-14(a)/15d-14(a) Certification (CEO)
31.2 Rule 13a-14(a)/15d-14(a) Certification (CFO)
32.1 Section 1350 Certification (CEO) *
32.2 Section 1350 Certification (CFO) *
101.INS Inline XBRL Instance Document
101.SCH Inline XBRL Taxonomy Extension Schema Document
101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF Inline XBRL Taxonomy Extension Definitions Linkbase Document
101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document
104 Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)
* Furnished herewith.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Date: November 19, 2025
By:
/s/ Robert W. D’Loren
Name: Robert W. D’Loren
Title: Chairman and Chief Executive Officer
By:
/s/ James F. Haran
Name: James F. Haran
Title: Chief Financial Officer and Vice President
44
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.