v3.26.1
PRIVATE PLACEMENT FINANCING AND RELATED AGREEMENTS
6 Months Ended
Mar. 29, 2026
Equity [Abstract]  
PRIVATE PLACEMENT FINANCING AND RELATED AGREEMENTS PRIVATE PLACEMENT FINANCING AND RELATED AGREEMENTS
On February 5, 2026, we issued an aggregate of 16,000,000 shares of Common Stock, consisting of 15,384,615 shares of Common Stock to certain investors and 615,385 shares of Common Stock to service providers as reimbursement for certain expenses incurred by certain investors, at a price of $3.25 per share in a private placement pursuant to the private placement agreement by and among the Company and the investors ("Private Placement"). The aggregate gross proceeds from the Private Placement were $50.0 million before deducting offering expenses.
The investors also agreed to a lock-up with respect to the shares for a period of 180 days and standstill period of twelve months, subject to certain exceptions. With respect to the standstill, certain investors are each able to purchase up to 600,000 shares of Common Stock during the standstill period. Since the closing of the Private Placement, our majority owner and Chairman of the Board, David Hoffmann purchased 357,009 shares through March 29, 2026 bringing his percentage ownership to 53.5%.
Further, in connection with the closing of the Private Placement, we amended our Certificate of Incorporation, increasing the number of authorized shares from 12,000,000 to 40,000,000.
Registration Rights Agreement
We entered into a registration rights agreement pursuant to which we will agree to provide certain customary registration rights, including the registration of the Shares for resale. We were required to use commercially reasonable efforts to file a registration statement with the Securities and Exchange Commission covering the resale by the investors of their shares within 60 days following the closing and S-3 was filed on March 6, 2026.
Financing costs
Costs related to the transaction are $4.7 million and partially offset the Private Placement proceeds of $50.0 million in "Additional Paid-in Capital" on the Consolidated Balance Sheets.