8 — Convertible Preferred stock

In conjunction with the Merger Agreement, on June 11, 2026, the Board adopted the Certificate of Designation, which authorized the issuance of 13,000 shares of Series A Preferred Stock, par value of $0.001 per share, and the Company filed the Certificate of Designation with the Secretary of State of the State of Delaware.

Under the terms of the Merger Agreement, the Company issued to the former stockholders of Azora an aggregate of 12,930.617 shares of Series A Preferred Stock, representing 12,930,617 shares of Company common stock on an as-converted basis and without giving effect to any beneficial ownership limitations.

Following stockholder approval of the conversion of the shares of Series A Preferred Stock into shares of Company common stock, each share of Series A Preferred Stock will automatically convert into 1,000 shares of Company common stock, subject to certain beneficial ownership limitations established by each holder and the Certificate of Designation. As the Series A Preferred Stock contains a cash settlement provision that is outside the control of the Company, the Series A Preferred Stock is classified in temporary equity.

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

Ranking

The Series A Preferred Stock ranks pari passu with the common stock with respect to dividend rights and rights on the distribution of assets on any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Company.

Voting Rights

Except as otherwise required by the General Corporation Law of the State of Delaware, holders of the Series A Preferred Stock shall have no voting rights; provided, however, as long as any shares of Series A Preferred Stock are outstanding, the Company shall not, without the affirmative vote of the majority of outstanding shares of Series A Preferred Stock (i) alter or change adversely the powers, preferences or rights given to the Series A Preferred Stock, (ii) issue further shares of Series A Preferred Stock or increase or decrease the number of authorized shares of Series A Preferred Stock, (iii) prior to receipt of stockholder approval of the conversion of the shares of Series A Preferred Stock, 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, (iv) prior to receipt of stockholder approval of the conversion of the shares of Series A Preferred Stock, authorize or issue any class or series of stock that has powers, preferences or rights that are senior to those of the Series A Preferred Stock, or (v) amend, waive or modify the Merger Agreement in any manner that would be reasonably likely to prevent, impede or materially delay the stockholder approval or conversion of Series A Preferred Stock.

Dividends

Holders of outstanding shares of Series A Preferred Stock are entitled to receive dividends on shares of Series A Preferred Stock, on an as-if-converted to common stock basis, 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 A 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 A 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.

Cash Settlement

The Series A Preferred Stock does not have redemption rights. However, if (i) the Company fails to obtain shareholder approval within six months of the initial issuance of Series A Preferred Stock or (ii) the Company fails to deliver to timely deliver to the holder shares of common stock upon conversion of shares of the Series A Preferred stock by such holder, shares of Series A Preferred Stock 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 A Preferred Stock shall automatically convert at a conversion ratio of 1,000 shares of common stock for each share of Series A Preferred Stock on the third business day after stockholder approval of the conversion of the Series A Preferred Stock into shares of common stock, subject to certain beneficial ownership limitations. If any shares of Series A Preferred Stock continue to be outstanding following such automatic conversion due to a beneficial ownership limitation, such shares of Series A Preferred Stock will be convertible at the option of the holder, subject to such beneficial ownership limitations.