On October 15, 2025, the Issuer filed a Current Report on Form 8-K with the SEC disclosing that it obtained Stockholder Approval, as a result of which, the 94,610 shares of Preferred Stock beneficially owned by the Reporting Persons automatically converted, without any action on the part of the holders thereof, into 946,100 Shares.
Additionally, as previously disclosed, on August 8, 2025, a certain Rubric Fund entered into the Note Purchase Agreement with the Issuer, pursuant to which the Issuer issued and sold to such Rubric Fund $35,000,000 aggregate principal amount of Notes for an aggregate purchase price of $33,250,000. The Convertible Note Issuance provided for the issuance of Notes with (i) a maturity date of March 1, 2031, (ii) a 5% original issuance discount, (iii) 5% per annum interest payable in cash, and (iv) at the election of the Issuer, 7% per annum interest payable in kind for the first twelve months. As a result of the Stockholder Approval, after December 31, 2025, the Notes are convertible at the election of the holders thereof, at an initial conversion rate of 555.5556 Shares per $1,000 principal amount of Notes, subject to adjustments as provided in the Note Purchase Agreement. Conversions of the Notes can be settled, at the Issuer's election, in cash, Shares or in a combination thereof. If all or any portion of any conversion is to be settled in cash, the amount of cash that the Issuer will be required to deliver with respect to such conversion in shall be the product of (a) the applicable percentage of the conversion rate on the applicable conversion date and (b) the arithmetic average of the daily weighted average prices of the Shares during the ten 10 consecutive trading day period ending on the trading day immediately preceding the applicable conversion date. |
On October 15, 2025, the Issuer filed a Current Report on Form 8-K with the SEC disclosing that it obtained Stockholder Approval, as a result of which, the 94,610 shares of Preferred Stock beneficially owned by the Reporting Persons automatically converted, without any action on the part of the holders thereof, into 946,100 Shares.
Additionally, as previously disclosed, on August 8, 2025, a certain Rubric Fund entered into the Note Purchase Agreement with the Issuer, pursuant to which the Issuer issued and sold to such Rubric Fund $35,000,000 aggregate principal amount of Notes for an aggregate purchase price of $33,250,000. The Convertible Note Issuance provided for the issuance of Notes with (i) a maturity date of March 1, 2031, (ii) a 5% original issuance discount, (iii) 5% per annum interest payable in cash, and (iv) at the election of the Issuer, 7% per annum interest payable in kind for the first twelve months. As a result of the Stockholder Approval, after December 31, 2025, the Notes are convertible at the election of the holders thereof, at an initial conversion rate of 555.5556 Shares per $1,000 principal amount of Notes, subject to adjustments as provided in the Note Purchase Agreement. Conversions of the Notes can be settled, at the Issuer's election, in cash, Shares or in a combination thereof. If all or any portion of any conversion is to be settled in cash, the amount of cash that the Issuer will be required to deliver with respect to such conversion in shall be the product of (a) the applicable percentage of the conversion rate on the applicable conversion date and (b) the arithmetic average of the daily weighted average prices of the Shares during the ten 10 consecutive trading day period ending on the trading day immediately preceding the applicable conversion date. |