v3.26.1
Equity and Mezzanine Equity
 6 Months Ended
Jun. 30, 2026
Equity [Abstract]  
Equity and Mezzanine Equity Equity and Mezzanine Equity
Reverse Stock Splits

On June 20, 2025, in accordance with the Maryland General Corporation Law (the "MGCL"), our Board of Directors declared monthly reverse stock splits from August 21, 2025 to December 31, 2026 advisable, and directed that they be submitted to the Company’s stockholders for consideration. The Company’s stockholders approved monthly reverse stock splits from August 21, 2025 to December 31, 2026 at the annual meeting held on August 20, 2025.

The January 2026, April 2026, June 2026 and July 2026 Reverse Stock Splits were effected on January 16, 2026, April 17, 2026, June 17, 2026 and July 27, 2026, respectively, at reverse stock split ratios of one-for-three, one-for-three, one-for-four and one-for-five, respectively. The par value of each share of Common Stock remained unchanged after each such reverse stock split. No fractional shares were issued in connection with any Reverse Stock Split. Stockholders who would have otherwise been issued a fractional share of the Company’s Common Stock as a result of each such reverse stock split instead received a cash payment in lieu of such fractional share in an amount equal to the applicable fraction multiplied by the closing price of the Company’s Common Stock on Nasdaq on each effective date thereof, without any interest.

All share and share-related information presented in this Form 10-Q, including our condensed consolidated financial statements, has been retroactively adjusted to reflect the decreased number of shares of Common Stock resulting from the Reverse Stock Splits, unless otherwise noted.
Exchanges of Series B Preferred Stock and Series D Preferred Stock for Common Stock

The Company exchanged its Common Stock for the Company's Series B Convertible Preferred Stock (the "Series B Preferred Stock") and Series D Preferred Stock (together with Series B Preferred Stock and Series D Preferred Stock, the "Preferred Stock"), in the following transactions with the unaffiliated holders of the Company’s securities during the six months ended June 30, 2026 and 2025:
Shares Issued
Shares Exchanged
DateCommon Stock
Series B Preferred Stock
Series D Preferred Stock
2025:
January 7, 2025— 1,000 1,000 
January 16, 20254 82,400 82,400 
March 4, 202513 54,774 54,774 
April 10, 2025114 102,700 102,700 
April 25, 202547 20,000 20,000 
2025 Total178 260,874 260,874 
2026:
January 8, 2026311 4,000 2,000 
January 9, 2026660 8,500 4,250 
February 6, 20267,321 38,200 19,100 
February 25, 2026— 2 1 
February 26, 20261,000 4,000 2,000 
April 20, 20261,250 2,000 1,000 
April 24, 2026650 1,000 500 
May 1, 20261,675 2,394 1,197 
May 4, 20263,250 5,000 2,500 
May 21, 202637,892 30,314 15,157 
May 28, 20267,140 5,600 2,800 
June 22, 202617,316 16,492 4,123 
June 26, 20265,059 2,468 617 
June 30, 202635,691 19,280 1,500 
2026 Total119,215 139,250 56,745 

The settlement of each of these transactions occurred in accordance with customary settlement cycles. In each of these transactions, the Company did not receive any cash proceeds and the shares of the Preferred Stock exchanged have been retired and cancelled.

The fair market value of the Common Stock issued in exchange for Preferred Stock was less than the carrying value of the Preferred Stock retired in those transactions resulting in $0.6 million and $1.1 million for the three and six months ended June 30, 2026, respectively, and $2.5 million and $5.5 million for the three and six months ended June 30, 2025, respectively, recognized as a deemed contribution within accumulated deficit in the condensed consolidated balance sheets and condensed consolidated statements of equity, with such deemed contributions included as a component of net income (loss) attributable to common shareholders in the condensed consolidated statements of operations.

Series D Preferred Stock - Redeemable Preferred Stock

At June 30, 2026 and December 31, 2025, the Company had 6,000,000 authorized shares of Series D Preferred Stock, without par value with a $25.00 liquidation preference per share, or $70.5 million and $63.2 million in aggregate liquidation value, respectively.

On a monthly basis, each holder of the Series D Preferred Stock may, at such holder's option, request that the Company redeem any or all of such holder's shares (each redemption date, a "Holder Redemption Date") at a redemption price of $25.00 per share, plus an amount equal to all accrued and unpaid dividends, if any, to and including the Holder Redemption Date, payable in cash or in shares of Common Stock, or any combination thereof, at the Company's option.
During the six months ended June 30, 2026, the Company processed redemptions for an aggregate of 44,547 shares of Series D Preferred Stock from the holders thereof. Accordingly, the Company issued 35,165 shares of Common Stock in settlement of an aggregate redemption price of approximately $1.8 million. The value of the Common Stock issued to holders redeeming their Series D Preferred Stock is the volume weighted average price per share of our Common Stock for the ten consecutive trading days immediately preceding, but not including, the Holder Redemption Date as reported on Nasdaq.

At June 30, 2026, the Company had received requests to redeem 8,200 shares of Series D Preferred Stock with respect to the July 2026 Holder Redemption Date. As such, the redemption of these shares of the Series D Preferred Stock is considered certain at June 30, 2026 and the liquidation value associated with these shares of $0.3 million is presented as a liability.

The changes in the carrying value of the Series D Preferred Stock for the six months ended June 30, 2026 and 2025 are as follows (in thousands, except per share data):

Series D Preferred Stock
SharesValue
Balance December 31, 20251,507,205 $63,204 
Accretion to liquidation preference (1)
— (827)
Series D Preferred Stock redemptions (2)
(17,902)(940)
Preferred Stock exchanges (3)
(27,351)(1,158)
Issued Preferred Stock in consideration for Cedar Preferred Stock187,000 5,502 
Undeclared dividends— 1,533 
Balance March 31, 20261,648,952 67,314 
Paid-in-kind interest, issuance of Preferred Stock (4)
49,618 1,786 
Accretion to liquidation preference (5)
— (1,033)
Series D Preferred Stock redemptions (6)
(26,645)(1,215)
Preferred Stock exchanges(29,394)(1,205)
Issued Preferred Stock in consideration for Cedar Preferred Stock94,666 2,854 
Undeclared dividends— 1,698 
Balance June 30, 20261,737,197 $70,199 
(1) The Series D Preferred Stock issued in consideration for Cedar Preferred Stock was adjusted to carrying value for $0.8 million.
(2) The value is net of the April 2026 Holder Redemption Date redemption liquidation value of $0.2 million, which was represented as a liability; however, the corresponding 5,200 shares have not been adjusted for as they remained outstanding at March 31, 2026.
(3) The result of issuing Common Stock in exchange for the Series D Preferred Stock.
(4) See Note 6 for additional details.
(5) The Series D Preferred Stock issued for paid-in-kind interest on the Convertible Notes was adjusted to carrying value for $0.5 million and the
Series D Preferred Stock issued for exchanging Cedar Preferred Stock was adjusted to carrying value for $0.5 million.
(6) The value is net of the July 2026 Holder Redemption Date redemption liquidation value of $0.3 million, which is represented as a liability; however, the corresponding 8,200 shares have not been adjusted for as they remained outstanding at June 30, 2026.
Series D Preferred Stock
SharesValue
Balance December 31, 20242,236,046 $84,625 
Series D Preferred Stock redemptions (1)
(193,951)(5,274)
Preferred Stock exchanges(138,174)(5,542)
Undeclared dividends— 1,856 
Balance March 31, 20251,903,921 75,665 
Paid-in-kind interest, issuance of Preferred Stock (2)
58,118 2,006 
Accretion to liquidation preference (3)
— (553)
Series D Preferred Stock redemptions (4)
(63,160)(1,466)
Preferred Stock exchanges(122,700)(5,005)
Undeclared dividends— 1,610 
Balance June 30, 20251,776,179 $72,257 
(1) The value is net of the April 2025 Holder Redemption Date redemption liquidation value of $1.6 million, which is represented as a liability; however, the corresponding 38,990 shares have not been adjusted for as they remained outstanding at March 31, 2025.
(2) See Note 6 for additional details.
(3) The Series D Preferred Stock issued for paid-in-kind interest on the Convertible Notes was adjusted to carrying value.
(4) The value is net of the July 2025 Holder Redemption Date redemption liquidation value of $0.5 million, which is represented as a liability; however, the corresponding 11,490 shares have not been adjusted for as they remained outstanding at June 30, 2025.

During the three months ended June 30, 2026 and 2025, the Company realized a gain on Preferred Stock redemptions of $0.1 million and $0.2 million in the aggregate, respectively, as a result of the fair market value of the Common Stock issued in redemptions of Preferred Stock being less than the carrying value of the Preferred Stock retired in those transactions. During the six months ended June 30, 2026 and 2025, the Company realized a gain on Preferred Stock redemptions of $0.3 million and $1.0 million in the aggregate, respectively, as a result of the fair market value of the Common Stock issued in redemptions of Preferred Stock being less than the carrying value of the Preferred Stock retired in those transactions.
Issuances of Common Stock for Warrant Exercise

In March 2026 the Company issued 2,867 shares of Common Stock upon the exercise of the Amended and Restated Warrants. See Note 7 for additional details.

Subscription Agreements, Issuances of Series D Preferred Stock and Noncontrolling Interest Contributions

The Company entered into subscription agreements with certain investors pursuant to which the Company issued Series D Preferred Stock in consideration for Cedar Preferred Stock held by such investors. Immediately following the closing of each transaction, the Company contributed the acquired Cedar Preferred Stock to Cedar. and those shares were retired. The following transactions occurred during the six months ended June 30, 2026; no such transactions occurred during the six months ended June 30, 2025:

Shares Issued
Shares Retired
DateSeries D Preferred StockCedar Series B Preferred StockCedar Series C Preferred Stock
2026:
January 23, 202617,000 — 34,000 
February 20, 202610,000 — 20,000 
February 26, 202680,000 — 120,000 
March 16, 202680,000 — 120,000 
April 1, 202666,666 10,000 90,000 
May 11, 202628,000 4,950 37,050 
2026 Total281,666 14,950 421,050 
The Company issued Series D Preferred Stock in these transactions in reliance upon the exemption provided by Section 4(a)(2) of the Securities Act as transactions not involving a public offering.

The Company received valid and unencumbered title to the Cedar Preferred Stock as consideration for the Series D Preferred Stock.

Management evaluated the transactions under ASC 845, Nonmonetary transactions, and determined that the fair value of the Series D Preferred Stock issued was approximately the fair value of the Cedar Preferred Stock received as consideration. No gain or loss was recognized as a result of these transactions. The fair value of the Cedar Preferred Stock received and retired is compared to its carrying value, and as a result the Company recognized $1.4 million and $4.1 million in deemed distributions included in "deemed distribution related to noncontrolling interests" on the condensed consolidated statements of operations, during the three and six months ended June 30, 2026, respectively.

Noncontrolling Interests - Consolidated Subsidiary

There were no repurchases of noncontrolling interests during the three and six months ended June 30, 2026. During the three and six months ended June 30, 2025, Cedar repurchased and retired 0 and 1,301,159 shares, respectively, of Cedar Series C Preferred Stock in two tender offers. The shares of Cedar Series C Preferred Stock were repurchased for an aggregate of $21.2 million at an average price of $16.29 per share, representing a premium of $6.54 per share to the carrying value.

During the three and six months ended June 30, 2025, Cedar repurchased and retired 592,372 and 592,372 shares, respectively, of Cedar Series B Preferred Stock through a tender offer. The shares of Cedar Series B Preferred Stock were repurchased for an aggregate of $10.6 million at an average price of $17.87 per share, representing a premium of $6.77 per share to the carrying value.

The repurchase of the noncontrolling interests caused the recognition of $4.0 million and $12.5 million in deemed distributions included in "deemed distribution related to noncontrolling interests" on the condensed consolidated statements of operations, during the three and six months ended June 30, 2025, respectively.
Earnings per share

Basic earnings per share ("EPS") is calculated by dividing net (loss) income attributable to the Company’s common shareholders by the weighted average number of common shares outstanding for the period including participating securities.
Diluted EPS reflects the potential dilution that could occur if securities or other contracts to issue Common Stock were exercised or converted into shares of Common Stock.

The following table summarizes the potential dilution of conversion of Series B Preferred Stock, Series D Preferred Stock and Convertible Notes into the Company's Common Stock. The Series B Preferred Stock have been excluded from the Company’s diluted earnings per share calculation for the three month period ending on June 30, 2026 because their inclusion would be antidilutive. The Series B Preferred Stock and Series D Preferred Stock have been excluded from the Company’s diluted earnings per share calculation for the six month period ending on June 30, 2026 because their inclusion would be antidilutive.
June 30, 2026
Outstanding sharesPotential Dilutive Shares
Series B Preferred Stock2,575,368 — 
Series D Preferred Stock1,737,197 2,799,959 
Convertible Notes— 2,118,547 
Dividends

The following table summarizes the Series D Preferred Stock dividends (in thousands, except for per share amounts):
Series D Preferred Stock
Arrears DateUndeclared DividendsPer Share
For the six months ended June 30, 2026
$3,231 $1.99 
For the six months ended June 30, 2025
$3,466 $1.95 

The total cumulative dividends in arrears for Series D Preferred Stock is $27.1 million as of June 30, 2026 ($15.60 per share). The Series D Preferred Stock holders were entitled to cumulative cash dividends at an annual dividend rate of 16.00% and 14.75%, as of June 30, 2026 and 2025, respectively. There were no dividends declared to holders of Common Stock, the Company's Series A Preferred Stock, Series B Preferred Stock or Series D Preferred Stock during the six months ended June 30, 2026 and 2025.