6. Convertible Preferred Stock

Series A Convertible Preferred Stock

As of June 30, 2026, the authorized, issued, and outstanding Series A Convertible Preferred Stock and their principal were as follows:

Each share of Series A is convertible into 1,000 shares of Common Stock of the Company at the election of the holder, subject to certain adjustments and to beneficial ownership limitations. Each share of Series A shall be entitled to vote with the Company’s Common Stock on an as-converted basis, subject to beneficial ownership limitations. All shares of capital stock of the Company, both Common Stock and any other series of preferred stock, shall be junior in rank to all shares of Series A with respect to payments upon the liquidation, dissolution, and winding up of the Company.

On April 7, 2026, the Company issued a total of 15,000,000 shares of Common Stock pursuant to the automatic conversion of 15,000 shares of Series A Convertible Preferred Stock upon completion of certain trigger events. Subsequent to the automatic conversion, the Certificate of Designations of the Series A Convertible Preferred Stock was withdrawn and all previously designated shares of Series A were returned to their status as authorized preferred stock available for issuance.

Series C Convertible Preferred Stock

As of June 30, 2026, the authorized, issued, and outstanding Series C Convertible Preferred Stock and their principal were as follows:

Each share of Series C Convertible Preferred Stock is convertible into 1,000 shares of Common Stock of the Company at the election of the holder, subject to certain adjustments and to beneficial ownership limitations. Each share of Series C Convertible Preferred Stock shall be entitled to vote with the Company’s Common Stock on an as-converted basis, subject to beneficial ownership limitations. The holders of Series C Convertible Preferred Stock shall rank pari passu with the holders of Common Stock with respect to any liquidation, dissolution or winding up of the Company. The Series C Convertible Preferred Stock are not redeemable.

Series D Convertible Preferred Stock

As of June 30, 2026, the authorized, issued, and outstanding Series D Convertible Preferred Stock and their principal were as follows:

In April 2026, the Company sold and issued to accredited investors a total of 15,000 shares of Series D preferred shares (which are convertible into 34,160,784 shares of Common Stock, subject to adjustment) and Warrants to purchase up to 17,080,392 shares of Common Stock (representing 50% warrant coverage on an as-converted basis) for total gross proceeds of $15,000. The Company received net proceeds of $13,838 after deducting commissions and fees. The Company intends to use the net proceeds for working capital and general corporate purposes.

Each share of Series D Convertible Preferred Stock is convertible into 2,278 shares of Common Stock of the Company at the election of the holder, subject to certain adjustments and to beneficial ownership limitations. Each share of Series D Convertible Preferred Stock shall be entitled to vote with the Company’s Common Stock on an as-converted basis, subject to beneficial ownership limitations. The holders of Series D Convertible Preferred Stock shall rank senior to the holders of Common Stock and all other preferred stock with respect to any liquidation, dissolution or winding up of the Company. The Series D Convertible Preferred Stock is not redeemable.

In connection with the Offering, the Company paid the Placement Agents: (i) a cash fee equal to 6% of the gross proceeds received by the Company in the Offering, and (ii) issued them warrants to purchase 2% of the shares of Common Stock issuable upon conversion of the Series D.

Holders of the Series D Convertible Preferred Stock are entitled to cumulative dividends at an annual rate of 8% of the then-current stated value of the Series D Convertible Preferred Stock. Dividends are payable quarterly in arrears in shares of the Company’s Common Stock based on the applicable conversion price. At the Company’s election, all or a portion of a dividend may instead be capitalized by increasing the stated value of the Series D Convertible Preferred Stock.

Series D Convertible Preferred Stock Dividends

The Series D Convertible Preferred Stock had an aggregate stated value of $15,000 when issued in April 2026. The Company incurred approximately $1,162 in issuance costs in connection with the offering, which were recorded as a reduction of additional paid-in capital. Accordingly, the net carrying amount attributable to the Series D Convertible Preferred Stock was approximately $13,838 at the issuance date.

For the quarter ended June 30, 2026, the Company elected to capitalize the accrued dividend rather than issue shares of Common Stock. The prorated dividend from the issuance date through June 30, 2026 was approximately $227. The capitalized dividend increased the aggregate stated value of the Series D Convertible Preferred Stock from $15,000 to $15,227. No cash was paid, and no additional shares of Common Stock or Series D Convertible Preferred Stock were issued.

The stated value, carrying amount and liquidation preference of the Series D Convertible Preferred Stock were as follows:

Under the terms of the Series D Convertible Preferred Stock, upon a liquidation event, holders are entitled to receive, before any distribution to holders of Common Stock or junior securities, an amount equal to the greater of (i) 110% of the then-current stated value and (ii) the amount the holders would have received had the Series D Convertible Preferred Stock been converted into Common Stock immediately before the liquidation event. Accordingly, the minimum aggregate liquidation preference as of June 30, 2026 was approximately $16,750. The actual liquidation preference could be greater depending on the value of the consideration payable to holders of Common Stock in the applicable liquidation event.

The capitalized dividend was recorded as an increase to additional paid-in capital attributable to the Series D Convertible Preferred Stock and a corresponding increase to accumulated deficit. The dividend did not affect net loss, comprehensive loss or cash flows.

For purposes of calculating basic and diluted net loss per share attributable to common stockholders, the $227 capitalized dividend was deducted from net loss. As a result, net loss attributable to common stockholders was approximately $2,043 and $3,353 for the three and six months ended June 30, 2026, respectively. The dividend did not change the reported basic or diluted net loss per share after rounding, which remained $0.01 and $0.02 for the three-and six-month periods, respectively.

Liquidation and Deemed-Liquidation Provisions

The Series D Convertible Preferred Stock has no fixed maturity date and does not provide the holders with a general right to require the Company to redeem the shares while the Company continues as a going concern. However, upon the occurrence of a Liquidation Event, each holder is entitled to receive, before any distribution is made to holders of Common Stock or other junior securities, cash from the assets of the Company legally available for distribution in an amount equal to the greater of (i) 110% of the then-current stated value of the holder’s Series D Convertible Preferred Stock and (ii) the amount the holder would have been entitled to receive had the Series D Convertible Preferred Stock been converted into Common Stock immediately before the Liquidation Event. A holder may elect to receive Common Stock, based on the then-current conversion rate, in lieu of cash.

A Liquidation Event includes a voluntary or involuntary liquidation, dissolution or winding up of the Company and certain merger, consolidation or other transactions after which the Company’s pre-transaction stockholders own less than 50% of the equity or voting power of the surviving entity, subject to the financing-transaction exception contained in the Certificate of Designations.

Equity Classification

The Company evaluated the Series D Convertible Preferred Stock under ASC 480, Distinguishing Liabilities from Equity, and ASC 480-10-S99-3A, Classification and Measurement of Redeemable Securities. The Series D Convertible Preferred Stock is not mandatorily redeemable because it has no fixed redemption date, does not provide the holders with a general right to require redemption and does not otherwise contain an unconditional obligation requiring the Company to transfer cash or other assets. Accordingly, the Series D Convertible Preferred Stock is not classified as a liability under ASC 480.

The Company determined that classification within permanent stockholders’ equity is appropriate. The cash preference payable upon an actual liquidation, dissolution or winding up represents an ordinary liquidation preference and does not require temporary-equity classification. In addition, a merger or consolidation that would constitute a deemed Liquidation Event requires substantive approval by the Company’s Board of Directors. The Board may withhold its approval and the holders of the Series D Convertible Preferred Stock do not control the Board or otherwise have the contractual ability to compel the Company to enter into such a transaction. Accordingly, the deemed-liquidation event is within the Company’s control for purposes of ASC 480-10-S99-3A. The Series D Convertible Preferred Stock is therefore classified within permanent stockholders’ equity, and the Company does not accrete its carrying amount to the 110% liquidation preference. The Company will reassess the classification if the relevant contractual, governance or control circumstances change.