| | Item 4 of the Amended Statement is hereby amended by adding the following paragraphs to the end of Item 4:
Entry into Conversion Agreement
On June 4, 2026 (the "Closing"), the Company issued and sold to certain accredited investors in a private placement (the "Private Placement"), an aggregate of 10,615,712 shares of Common Stock. In order to facilitate, among other things, the Private Placement, Dialectic, as the sole beneficial owner of the Convertible Notes issued under the Indenture, agreed to voluntarily convert the Convertible Notes into Common Stock.
Pursuant to a Conversion Agreement dated June 1, 2026 (the "Conversion Agreement"), by and among the Company, Dialectic and, solely with respect to Sections 7.1 and 7.3 and Articles III and X thereof, U.S. Bank Trust Company, National Association, as the trustee and Notes Collateral Agent under the Indenture, Dialectic converted the entire principal amount of the Convertible Notes, together with all accrued and unpaid interest thereon at the Closing, subject to certain conditions set forth in the Conversion Agreement (the "Conversion"). At the Closing, the Convertible Notes were canceled in accordance with the Indenture, and the Indenture was satisfied and discharged. In connection with the Conversion, at the Closing, the Company issued to Dialectic 11,020,645 shares of Common Stock.
At the Closing, as consideration for Dialectic's agreement to voluntarily convert the Convertible Notes, the Company issued to Dialectic, (i) 3,083,975 additional shares of Common Stock in connection with the Conversion (the "Consideration Shares"), which represents the quotient of (A) approximately $13.0 million, the present value of nominal PIK interest that would accrue on the Convertible Notes from the Closing to the maturity date thereof, assuming the Convertible Notes had remained outstanding until the end of the stated term, discounted at a rate of 11%, plus (B) approximately $3.0 million, the Term Loan Deferred Cash Interest Amount (as defined in the Credit Agreement) owed to Dialectic and accrued interest thereon, divided by $5.1940, the current conversion price of the Convertible Notes; and (ii) the Conversion Warrant (as defined below).
Conversion Warrant
On June 1, 2026, as additional consideration for the Conversion, the Company issued to Dialectic a warrant (the "Conversion Warrant") to purchase up to 105,911 shares of Common Stock at an exercise price of $5.1940 per share (the "Conversion Warrant Exercise Price") (equal to the conversion price of the Convertible Notes in effect following the reset period ending March 31, 2026), at any time until the fifth anniversary of the issuance of the Conversion Warrant. The exercise price and the number of shares underlying the Conversion Warrant are subject to adjustment in the event of specified events, including dilutive issuances at a price lower than the exercise price of the Conversion Warrant, a subdivision or combination of the Common Stock, a reclassification of the Common Stock or specified dividend payments, subject to certain limitations as set forth in the Conversion Warrant. Upon exercise, the aggregate exercise price may be paid, at Dialectic's election, in cash or on a net issuance basis, based upon the then current market price of the Common Stock at the time of exercise. The Conversion Warrant includes certain antidilution protections in favor of Dialectic, subject to certain limitations, including limitations that restrict Dialectic from beneficially owning more than 19.99% of the Company's outstanding Common Stock and certain exclusions. Additionally, Dialectic may require the Company to repurchase the unexercised portion of the Conversion Warrant for an amount equal to $844,255, proportionately adjusted for the portion of the Conversion Warrant subject to repurchase, after the fourth anniversary of the issuance of the Conversion Warrant, or, prior to the fourth anniversary, upon a change of control of the Company or immediately prior to the occurrence of a voluntary dissolution, liquidation or winding up of the affairs of the Company.
Amendment to Forbearance Warrant and Warrant Registration Rights Agreement
In connection with the issuance of the Conversion Warrant, on June 1, 2026, the Company and Dialectic entered into (i) a First Amendment ("Registration Rights Agreement Amendment") to the Warrant Registration Rights Agreement, pursuant to which, among other things, the Warrant Registration Rights Agreement was amended to provide Dialectic with certain registration rights with respect to the shares of Common Stock issuable upon any exercise of the Conversion Warrant and (ii) a First Amendment ("Forbearance Warrant Amendment") to the Forbearance Warrant, pursuant to which, among other things, the Forbearance Warrant was amended to update its terms to be consistent with the Conversion Warrant.
Right of First Refusal Agreement
On June 1, 2026, the Company entered into a Right of First Refusal Agreement (the "ROFR Agreement") with Dialectic and certain investors in the Private Placement (together, the "Stockholders"), pursuant to which the Company granted a right of first refusal to purchase 25% of all equity securities to each Stockholder that the Company may issue or sell for a period of the earlier of six (6) months following the date of the ROFR Agreement and completion of the Company's next equity financing transaction, subject to certain exceptions as described in the ROFR Agreement.
Distributions to Limited Partners
Dialectic is a special purpose entity with limited partners and, for economic, tax, regulatory or other reasons, may in the future determine to distribute some or all of the shares of Common Stock it holds to its limited partners. Any such distribution would be made pursuant to, and in reliance on, the distribution carveout described in clause (e) of Dialectic's lock-up agreement entered into in connection with the Private Placement, which permits, among other things, a distribution by Dialectic to its limited partners so long as the applicable conditions set forth therein are satisfied. Any such distribution would not, by itself, reflect a change in Dialectic's views regarding the Company or the merits of its investment. In connection with any such distribution, each limited partner receiving shares of Common Stock would be expected to enter into customary lock-up arrangements on substantially the same terms as, and only for the same duration as, the lock-up arrangements to which Dialectic is subject. Although Dialectic's and its limited partners' plans and intentions with respect to the distribution, holding, sale, transfer or other disposition of shares of Common Stock may change from time to time based on market conditions, the Company's performance, general economic conditions and other factors, Dialectic's limited partners have indicated that they currently intend to be long-term supporters of the Company. |
| | 99.7 Conversion Agreement dated as of June 1, 2026, by and among the Company, Dialectic and U.S. Bank Trust Company, National Association, as trustee and notes collateral agent (solely with respect to Sections 7.1 and 7.3 and Articles III and X thereof) (incorporated by reference to Exhibit 10.3 to the Issuer's Current Report on Form 8-K filed with the SEC on June 2, 2026). https://www.sec.gov/Archives/edgar/data/709283/000119312526252718/d35173dex103.htm
99.8 Warrant to Purchase Common Stock dated June 1, 2026, issued by the Issuer to Dialectic (incorporated by reference to Exhibit 4.2 to the Issuer's Current Report on Form 8-K filed with the SEC on June 2, 2026). https://www.sec.gov/Archives/edgar/data/709283/000119312526252718/d35173dex42.htm
99.9 First Amendment to the Warrant Registration Rights Agreement dated June 1, 2026, by and between the Company and Dialectic, to the Registration Rights Agreement dated September 23, 2025 (incorporated by reference to Exhibit 4.3 to the Issuer's Current Report on Form 8-K filed with the SEC on June 2, 2026). https://www.sec.gov/Archives/edgar/data/709283/000119312526252718/d35173dex43.htm
99.10 First Amendment to Warrant to Purchase Common Stock dated June 1, 2026, by and between the Company and Dialectic, to the Warrant issued to Dialectic on September 23, 2025 (incorporated by reference to Exhibit 4.4 to the Issuer's Current Report on Form 8-K filed with the SEC on June 2, 2026). https://www.sec.gov/Archives/edgar/data/709283/000119312526252718/d35173dex44.htm
99.11 Form of Right of First Refusal Agreement dated June 1, 2026, by and among the Company, Dialectic and certain stockholders party thereto (incorporated by reference to Exhibit 4.5 to the Issuer's Current Report on Form 8-K filed with the SEC on June 2, 2026). https://www.sec.gov/Archives/edgar/data/709283/000119312526252718/d35173dex45.htm |
