11. Common Share Warrants

In December 2022, we issued to certain institutional investors, in a private placement offering of securities, warrants to purchase up to 635,703 shares of common stock at an exercise price of $95.37 per share (the “2022 Warrants”). The 2022 Warrants are exercisable through December 7, 2027.

In connection with the exchange of the 2025 Notes for the 2029 Notes in May 2024 described in further detail in Note 10, “Long-Term Obligations”, we issued 2024 Warrants to purchase 3,068,417 shares of our common stock at an exercise price of $16.50 per share. In October 2025, we reduced the exercise price from $16.50 per share to $6.64 per share, subject to customary antidilution adjustments. The 2024 Warrants are exercisable through May 13, 2029. If the closing price of our common stock exceeds two times the then current exercise price of the warrants, which is currently equal to $33.00, for 20 trading days during any 30 consecutive trading day period, we can require the holder to exercise the 2024 Warrants. The 2024 Warrants were classified as a long-term liability in our condensed consolidated balance sheets because they did not meet the criteria for equity classification and are measured at fair value at the end of each reporting period as further described in Note 5, “Fair Value Measurements”.

In October 2025, we issued warrants (the “2025 Placement Warrants”) to purchase 1,317,771 shares of common stock. The 2025 Placement Warrants have an exercise price of $6.64 per share, subject to customary anti-dilution adjustments, and are exercisable until August 29, 2026.

In October 2025, we issued warrants (the “2025 Warrants”) to purchase 4,600,587 shares of common stock at an exercise price of $6.64 per share, subject to customary antidilution adjustments, of which: (i) 2,502,151 were issued to holders of the 2025 Notes as partial consideration for the exchange of the 2025 Notes, (ii) 1,882,530 were issued to certain holders of our long-term obligations described in Note 10, “Long-Term Obligations” to pay various fees incurred in connection with the debt modifications that occurred in October 2025, and (iii) 215,906 were issued to a financial advisor in connection with the debt modifications that occurred in October 2025. The 2025 Warrants are exercisable through October 10, 2030.

In October 2025, we issued warrants (“Pre-Funded Warrants”) to purchase 2,913,136 shares of common stock at an exercise price of $0.0001 per share to certain holders of our long-term obligations described in Note 10, “Long-Term Obligations”, of which: (i) 1,404,087 Pre-Funded Warrants were issued in lieu of common stock and as partial consideration for the exchange of the 2025 Notes, (ii) 552,164 Pre-Funded Warrants were issued in lieu of common stock and as partial consideration for the exchange of the 2029 Notes, and (iii) 956,885 Pre-Funded Warrants were issued in lieu of common stock to pay various fees incurred in connection with the debt modifications that occurred in October 2025. The Pre-Funded Warrants do not expire.

In March 2026, we issued the 2026 Warrants to purchase 4,421,518 shares of common stock with an exercise price of $10.00 per share which are exercisable until August 29, 2026. In March 2026, we also issued Pre-Funded Warrants to purchase up to 3,391,164 shares of common stock at an exercise price of $0.0001 per share which do not expire.

The 2025 Placement Warrants, 2025 Warrants, and Pre-Funded Warrants met the criteria for equity classification and were recorded to additional paid-in capital within stockholders’ deficit. The 2026 Warrants were classified as a current liability in our condensed consolidated balance sheets because they did not meet the criteria for equity classification and are measured at fair value at the end of each reporting period as further described in Note 5, “Fair Value Measurements”.

The 2024 Warrants, 2025 Placement Warrants, 2025 Warrants, 2026 Warrants, and Pre-Funded Warrants cannot be exercised if such an exercise results in the holder (together with its affiliates) to own more than 4.99% (for the 2024 Warrants, 2025 Placement Warrants, 2025 Warrants, and Pre-Funded Warrants issued in 2025) or 9.99% (for the 2026 Warrants and Pre-Funded Warrants issued in 2026) of our common stock outstanding on the date of receipt. These percentages are subject to increase or decrease at the election of the holder, but cannot exceed 19.99% of our common stock outstanding on the date of receipt.

The holders of the 2024 Warrants and 2026 Warrants may elect to receive pre-funded warrants with respect to any common stock that would otherwise be issuable but for the foregoing ownership limitations. These pre-funded warrants will have an exercise price of $0.0001 per share and will not expire.