Preferred Stock Financing
On June 9, 2026, the Company also entered into securities purchase agreements (each a “Preferred Stock Purchase Agreement” and collectively, the “Preferred Stock Purchase Agreements”) with certain investors named therein (collectively, the “Investors”), pursuant to which the Company agreed to issue and sell to the Investors in a private placement an aggregate of 240 shares (the “Preferred Shares”) of Series P Non-Convertible Preferred Stock, par value $0.0001 per share, of the Company (“Series P Preferred Stock”), for an aggregate purchase price of $2 million (the “Preferred Stock Financing”). The Preferred Stock Financing closed June 9, 2026. The Company intends to use the proceeds from the Preferred Stock Financing for general corporate purposes, subject to the restrictions set forth in the Preferred Stock Purchase Agreements.
In consideration for the Investors’ execution and delivery of the Preferred Stock Purchase Agreements, the Company agreed to issue to the Investors within one trading day after the filing date of the Preferred Registration Statement (as defined hereunder) pre-funded warrants (the “Commencement Pre-Funded Warrant”), exercisable to purchase up to an aggregate number of shares of Common Stock equal to $72,000 divided by the greater of (i) the average VWAP of the Common Stock over the five trading day period immediately preceding the filing of the initial Registration Statement, and (ii) 20% of the Nasdaq Minimum Price (as defined in Nasdaq Rule 5635(d)(1)(A)) of Common Stock on the execution date of the Preferred Stock Purchase Agreements. The shares of Common Stock issuable upon exercise of the Commencement Pre-Funded Warrant will be included in the Preferred Registration Statement.
The Preferred Stock Purchase Agreements include representations, warranties, and covenants customary for a transaction of this type.
In addition, pursuant to the Preferred Stock Purchase Agreements, the Company entered into a registration rights agreement with the Investors (the “Preferred Registration Rights Agreement”), pursuant to which the Company is required to file a registration statement on Form S-1 (the “Preferred Registration Statement”) within 30 days after the execution date of the Preferred Registration Rights Agreement, to register the resale of (i) all of the Redemption Shares (as defined hereunder) that may, from time to time, be issued or become issuable to the Investors under the Preferred Stock Purchase Agreements and the related Transaction Documents (as defined therein) (without regard to any limitation or restriction on purchases), (ii) the shares of Common Stock issued or issuable upon exercise of the Pre-Funded Warrants (as defined in the Preferred Stock Purchase Agreements) (the “Warrant Shares”), and (iii) any and all shares of capital stock issued or issuable with respect to the Redemption Shares or Warrant Shares as a result of any stock split, stock dividend, recapitalization, exchange or similar event or otherwise, without regard to any limitation on purchases under the Preferred Stock Purchase Agreements or the Transaction Documents. The Company shall use its commercially reasonable efforts to have the Preferred Registration Statement declared effective by the SEC at the earliest practicable date.
The Company also agreed to other customary obligations regarding registration, including indemnification and maintenance of the effectiveness of the registration statement.
Pursuant to the terms of the Preferred Stock Purchase Agreements and the terms of the Certificate of Designation of Preferences, Rights and Limitations of Series P Non-Convertible Preferred Stock (the “Certificate of Designation”) as described in Item 3.02 below, until the stockholder approval (as defined in the Preferred Stock Purchase Agreements and the Certificate of Designation, respectively) (the “Stockholder Approval for the Preferred Stock Financing”) is obtained, the Company shall not issue any shares of Common Stock upon redemption and/or exchange of the Preferred Shares, to the extent that after giving effect thereto, the aggregate number of shares of Common Stock that would be issued pursuant to the Preferred Stock Purchase Agreements and the Transaction Documents would exceed 19.99% of the number of shares of Common Stock issued and outstanding immediately prior to the execution of the Preferred Stock Purchase Agreements. As previously reported, the Company reconvened its Annual Meeting on June 8, 2026 and obtained, among others, the Stockholder Approval for the Preferred Stock Financing.
The form of the Preferred Stock Purchase Agreements, the Preferred Registration Rights Agreement, and the form of the Commencement Pre-Funded Warrant are filed as Exhibits 10.3, 10.4 and 4.1, respectively, to this Current Report on Form 8-K, and such documents are incorporated herein by reference. The foregoing is only a brief description of the material terms of the Preferred Stock Purchase Agreements, the Preferred Registration Rights Agreement, and the Commencement Pre-Funded Warrant, does not purport to be a complete description of the rights and obligations of the parties thereunder and is qualified in its entirety by reference to such exhibits.
