Transaction Details

Footnotes

On December 29, 2025, pursuant to a Stock Exchange Agreement, dated September 26, 2025, between the Issuer and the Reporting Person, the Reporting Person exchanged the 31,928,301 shares of Series B Convertible Preferred Stock of the Issuer then owned by the Reporting Person for (i) 4,223,621 shares of a new series of convertible preferred stock designated as Series C Convertible Preferred Stock and (ii) 3,286,825 shares of Common Stock. | Subject to certain antidilution adjustments and customary provisions related to partial dividend periods, the Series B Convertible Preferred Stock is convertible at the option of the holders at any time into a number of shares of Common Stock equal to the Conversion Rate (as defined in the Certificate of Designations for the Series B Convertible Preferred Stock), which was originally one-to-one, but was approximately 0.053779 including accrued dividends as of December 29, 2025. As of December 29, 2025, the shares of Series B Convertible Preferred Stock reported herein were convertible into 1,717,072 shares of Common Stock. | As of December 29, 2025, the shares of Series C Convertible Preferred Stock reported herein are convertible into 4,223,621 shares of Common Stock. Subject to certain antidilution adjustments, the Series C Convertible Preferred Stock is convertible at the option of the holders at any time into a number of shares of Common Stock equal to the Conversion Rate (as defined in the Certificate of Designations for the Series C Convertible Preferred Stock), which is originally one-to-one. The Series C Convertible Preferred Stock has no expiration date.