9. redeemable Convertible Preferred stock

In conjunction with the Merger Agreement, on February 17, 2026, the Board of Directors of the Company (the “Board of Directors”) adopted the Certificate of Designation, which authorized the issuance of 25,045 shares of Series B Preferred Stock, par value of $0.0001 per share.

Under the terms of the Merger Agreement, the Company issued to the stockholders of Faeth an aggregate of 10,497.0980 shares of Series B Preferred Stock, representing 10,497,098 shares of Common Stock on an as-converted-to-common basis and without giving effect to any beneficial ownership limitations.

Concurrently with the Acquisition, the Company entered into the Purchase Agreement with new and returning investors to raise $200.0 million of gross proceeds in which investors were issued an aggregate of 14,440.395 shares of Series B Preferred Stock, or 14,440,395 on an as-converted-to-common basis and without giving effect to any beneficial ownership limitations, at a price of $13,850 per share, or $13.85 per share on an as-converted-to-common basis. The 2026 Private Placement closed on February 20, 2026.

On June 10, 2026, the Company obtained stockholder approval of (i) the conversion of the Series B Preferred Stock into shares of Common Stock, (ii) the change of control under Nasdaq listing rules, and (iii) the amendment of the Company’s certificate of incorporation to increase authorized shares of Common Stock to 300,000,000 (collectively, the “Company Stockholder Matters”), and on June 15, 2026, 24,435.594 shares of Series B Preferred Stock automatically converted into 24,435,594 shares of Common Stock. Pursuant to the terms of the Certificate of Designation of Preferences, Rights and Limitations of the Series B Non-Voting Redeemable Convertible Preferred Stock (the “Certificate of Designation”), conversion of the Series B Preferred Stock is subject to beneficial ownership limitations established by each holder. As of June 30, 2026, 501.899 shares of Series B Preferred Stock remain outstanding as a result of these beneficial ownership limitations and continue to be classified in temporary equity.

The holders of Preferred Stock have the following rights, preferences and privileges:

Voting Rights

Holders of the Series B Preferred Stock have no voting rights. However, as long as any shares of Series B Preferred Stock are outstanding, the Company shall not, without the affirmative vote of the majority of outstanding shares of Series B Preferred Stock (i) alter or change adversely the powers, preferences or rights given to the Series B Preferred Stock, (ii) issue further shares of Series B Preferred Stock or increase or decrease the number of authorized shares of Series B Preferred Stock, (iii) consummate either a merger or consolidation or other business combination in which stockholders of the Company do not hold at least a majority of the voting power, or (iv) authorize or issue any class or series of stock that has powers, preferences or rights that are senior to those of the Series B Preferred Stock.

Dividends

Holders of outstanding shares of Series B Preferred Stock are entitled to receive dividends on shares of Series B Preferred Stock, on an as-converted basis to common stock, equal to and in the same form and manner as dividends paid on shares of common stock.

Liquidation Preference

In the event of any voluntary or involuntary liquidation, dissolution or winding up of the corporation, the holders of shares of the Series B Preferred Stock shall be entitled to receive out of the assets, whether capital or surplus, of the Company the same amount that a holder of common stock would receive if the Series B Preferred Stock were fully converted to common stock and amounts shall be paid pari passu with all holders of Common Stock, plus an additional amount equal to any dividends declared on but unpaid to such shares.

Redemption

The Series B Preferred Stock does not have redemption rights. However, if the Company had failed to obtain shareholder approval within six months of the initial issuance of Series B Preferred Stock, shares of Series B Preferred Stock would have become eligible for cash settlement at the option of the holder for a fair value equal to the closing price of the Company’s common stock on the last trading day prior to the date that the notice for cash settlement is delivered from the holder to the Company.

Conversion

Each share of Series B Preferred Stock automatically converted at a conversion ratio of 1,000 shares of common stock for each share of Series B Preferred Stock on June 15, 2026, which was the third business day after stockholder approval of the Company Stockholder Matters.