16. Stockholders’ Equity (Deficit)

Common Stock

The Company’s authorized Common Stock consisted of 900,000,000 shares at $0.0001 par value, as of March 31, 2026 and December 31, 2025. The issued and outstanding common stock was 2,057,018 shares and 307,516 shares as of March 31, 2026 and December 31, 2025, respectively.

During the three months ended March 31, 2026, the Company issued 290,000 shares of Common Stock from an At the Market offering, and received net proceeds of approximately $1.5 million.

On February 27, 2026, Woodway exchanged $0.4 million of principal on the May 2025 Woodway Note for 88,000 shares of Common Stock.

On February 26, 2026, a related party noteholder of the Company exchanged $0.2 million of principal for 44,000 shares of Common Stock. Also on February 26, 2026, another related party noteholder of the Company exchanged $0.2 million of principal for 44,000 shares of Common Stock.

Between February 17, 2026 and February 26, 2026 Vertical Investors, LLC exchanged $0.8 million of note principal and accrued interest for 156,118 shares of Common Stock.

In January of 2026, the Current Holder of the September 2025 Exchange Note converted the remaining $1.6 million of principal into 217,791 shares of Common Stock.

During the three months ended March 31, 2026, the holder of the Company's secured convertible notes converted an aggregate of $2.9 million of note principal into 909,625 shares of Common Stock in accordance with the terms of the secured convertible notes.

In February 2025, the Company issued 8,215 shares of Common Stock, par value $0.0001, from At the Market offering.

From January 2025 through March 2025, the Company issued 39,416 shares of Common Stock upon conversion of $8.6 million of convertible notes.

From January 2025 through March 2025, the Company issued 17,883 shares of Common Stock upon conversion of 100,000 shares of Series A Preferred Stock, 1,060,118 shares of Series B Preferred Stock and 2,801,250 shares of Series C Preferred Stock.

On March 20, 2026, the Company announced that its Board of Directors (the "Board") approved a stock repurchase program of up to $0.5 million, whereby the Company may repurchase shares of its Common Stock in the open market subject to market conditions, applicable securities laws, and the Company's policies governing insider transactions. As of March 31, 2026, no shares have been repurchased under this program.

Preferred Stock

In January 2024, the Board authorized the proposed issuance of shares of non-voting Series A and Series B convertible preferred stock. The Company's authorized preferred stock consists of 200,000,000 shares at $0.0001 par value. As of December 31, 2025, the Series A Certificate designated 10,000,000 shares of the Company’s preferred stock as Series A Preferred Stock, the Series B Certificate designated 1,500,000 shares of the Company’s preferred stock as Series B Preferred Stock, the Series C Certificate designated 5,000,000 shares of the Company’s preferred stock as Series C Preferred Stock and the Series E Certificate designated 1,300,000 shares of the Company’s authorized preferred stock as Series E Convertible Preferred Stock.

On March 31, 2026, the Company entered into a settlement agreement with the Lender under the Term Loan (see Note 11) valued at $2.2 million, which the Company settled through the issuance of 1,088,255 shares of Series C Preferred Stock. The shares of preferred stock were valued at $1.8 million and the Company recognized a gain on extinguishment of this liability in the amount of $0.4 million.

Upon the closing of the Ergatta Acquisition (see Note 23), the Company filed a certificate of designation with the Secretary of State of

the State of Delaware, creating three new series of preferred stock designated as (i) Series D-1 Convertible Preferred Stock, par value $0.0001 per share (“Series D-1 Preferred Stock”) and designating 4,750,000 shares thereof, (ii) Series D-2 Convertible Preferred Stock, par value $0.0001 per share (“Series D-2 Preferred Stock”) and designating 1,000,000 shares thereof, and (iii) Series D-3 Convertible Preferred Stock, par value $0.0001 per share (“Series D-3 Preferred Stock,” collectively with Series D-1 Preferred Stock and Series D-2 Preferred Stock, “Series D Preferred Stock”) and designating 500,000 shares thereof. Series D Preferred Stock has no voting rights, other than any vote required by law or the Company’s Certificate of Incorporation. Series D-1 Preferred Stock and Series D-2 Preferred Stock shall convert into shares of the Company’s common stock, par value $0.0001 per share (“Common Stock”) on May 3, 2027. Series D-3 Preferred Stock shall convert to shares of Common Stock on May 1, 2028. Conversion of the Series D Preferred Stock is subject to stockholder approval, and if such approval is not obtained, the Series D Preferred Stock will be redeemed for cash. As a result, and due to the variability in the number of shares of Common Stock that the Series D Preferred Stock is convertible into that is not based on the value of the Common Stock, the Series D Preferred Stock is reflected as a liability in the Company's condensed consolidated balance sheet as of March 31, 2026.

The remaining unissued shares of the Company's authorized preferred stock are undesignated.

On January 23, 2025 the Board declared a dividend on the shares of Series A Preferred Stock issued and outstanding as of the record date for such dividend, as a dividend in kind, in the form of 112,334 shares of Series A Preferred Stock. The Company issued 112,334 Dividend Shares on January 23, 2025.

On March 31, 2025, the Company issued 1,188,571 shares of the Company’s Series C Preferred Stock as payment of the $2.4 million Net Trade Value as of that date pursuant to a Loss Restoration Agreement.

On January 23, 2025, the Board declared a dividend on the shares of Series C Preferred Stock issued and outstanding as of the record date for such dividend, as a dividend in kind, in the form of 126,515 shares of Series C Preferred Stock. The Company issued 126,515 Dividend Shares on January 23, 2025.