v3.26.1
Subsequent Events
6 Months Ended
Jun. 30, 2026
Subsequent Events [Abstract]  
Subsequent Events Subsequent Events
Private Placement
On June 30, 2026, the Company entered into a Securities Purchase Agreement (the “Purchase Agreement”) with certain institutional investors (the “Purchasers”), pursuant to which the Company agreed to sell and issue to the Purchasers 24,509,804 shares (the “Shares”) of the Company’s common stock in a private placement transaction (the “Private Placement”). The purchase price per share of common stock in the Private Placement was $3.06 per share (the “Purchase Price”). The closing of the Private Placement occurred on July 2, 2026 (the “Closing”). The total net proceeds to the Company in the Private Placement were $70.4 million, after deducting offering expenses paid by the Company.
In connection with the Private Placement, the Company filed a registration statement registering the resale of the Shares, which was declared effective by the Securities and Exchange Commission on July 21, 2026. The Company has agreed to keep the registration statement effective until the date the Shares covered by such registration statement have been sold.

Series D Perpetual Preferred Stock Redemption and Exchange
On August 5, 2026, the Company entered into an Exchange Agreement (the “Exchange Agreement”) with NHTV Holdings, LP (the “Holder”), the holder of the Series D Preferred Stock issued pursuant to the Certificate of Designation of Series D Perpetual Preferred Stock (the “Certificate of Designation”). Pursuant to the terms of the Exchange Agreement, on August 5, 2026, the Company exchanged 9,850 shares of Series D Preferred Stock for 5,500,000 newly issued shares of the Company’s common stock, par value $0.01 per share (the “Common Stock” and the transaction, the “Exchange”). The Exchange was conditioned upon the concurrent consummation of the Redemption (defined below).

In addition, pursuant to the Exchange Agreement, the Holder agreed to reduce (a) the Cash Dividend Rate (as defined in the Certificate of Designation) to an amount equal to 10.0% per annum of the then current Liquidation Preference (as defined in the Certificate of Designation) and (b) the Preference Accrual Rate (as defined in the Certificate of Designation) to an amount equal to 10.0% per annum of the then current Liquidation Preference, in each case through August 5, 2027. After August 5, 2027, the Cash Dividend Rate and the Preference Accrual Rate will revert to the amounts as calculated in accordance with the Certificate of Designation. The Holder also agreed that in the event the Company redeems in full for cash all of the then-outstanding Series D Preferred Stock from the Holder in accordance with the Certificate of Designation and pays the Holder the aggregate Redemption Price (as defined in the Certificate of Designation) otherwise payable in respect thereof on or before December 31, 2026 (the “Final Redemption”), the aggregate Redemption Price payable by the Company to the Holder in respect of the Final Redemption Price will be reduced by $5.0 million.

On August 5, 2026, we redeemed 36,750 shares of Series D Preferred Stock pursuant to the optional redemption provision of the Certificate of Designation for an aggregate redemption price of $70.0 million (the “Redemption”). The Redemption was conditioned upon the concurrent consummation of the Exchange.

Following the Exchange and the Redemption, on August 5, 2026, 18,400 shares of Series D Preferred Stock remained outstanding with an aggregate Liquidation Preference of $35.0 million.