16. Stockholders’ Equity (Deficit)

Common Stock

The Company’s authorized Common Stock consisted of 900,000,000 shares at $0.0001 par value, as of June 30, 2026 and December 31, 2025. The issued and outstanding common stock was 514,467 shares and 43,930 shares as of June 30, 2026 and December 31, 2025, respectively.

On March 20, 2026, the Company announced that its Board of Directors (the "Board") approved a stock repurchase program of up to $0.5 million, whereby the Company may repurchase shares of its Common Stock in the open market subject to market conditions, applicable securities laws, and the Company's policies governing insider transactions. During the six months ended June 30, 2026, the Company repurchased 34,882 shares of Common Stock in the open market at a cost of $0.2 million.

During the six months ended June 30, 2026, the Company issued 41,428 shares of Common Stock from an At the Market offering, and received net proceeds of approximately $1.5 million.

During the six months ended June 30, 2026, the holder of the Company's Class A Incremental Notes converted $4.4 million of principal and accrued interest into 376,897 shares of common stock.

During the six months ended June 30, 2026, Vertical exchanged $1.1 million of note principal and accrued interest for 30,844 shares of Common Stock.

On February 27, 2026, Woodway exchanged $0.4 million of principal on the May 2025 Woodway Note for 12,571 shares of Common Stock.

On February 26, 2026, a related party noteholder of the Company exchanged $0.2 million of principal for 6,285 shares of Common Stock. Also on February 26, 2026, another related party noteholder of the Company exchanged $0.2 million of principal for 6,285 shares of Common Stock.

In January of 2026, the Current Holder of the September 2025 Exchange Note converted the remaining $1.6 million of principal into 31,113 shares of Common Stock.

In February 2025, the Company issued 1,174 shares of Common Stock, par value $0.0001, from At the Market offering.

During the six months ended June 30, 2025, the Company issued 13,758 shares of Common Stock upon conversion of $14.2 million of convertible notes.

During the six months ended June 30, 2025, the Company issued 3,196 shares of Common Stock upon conversion of 100,000 shares of Series A Preferred Stock, 1,091,225 shares of Series B Preferred Stock and 3,530,616 shares of Series C Preferred Stock.

Preferred Stock

In January 2024, the Board authorized the proposed issuance of shares of non-voting Series A and Series B convertible preferred stock. The Company's authorized preferred stock consists of 200,000,000 shares at $0.0001 par value. As of December 31, 2025, the Series A Certificate designated 10,000,000 shares of the Company’s preferred stock as Series A Preferred Stock, the Series B Certificate designated 1,500,000 shares of the Company’s preferred stock as Series B Preferred Stock, the Series C Certificate designated 5,000,000 shares of the Company’s preferred stock as Series C Preferred Stock and the Series E Certificate designated 1,300,000 shares of the Company’s authorized preferred stock as Series E Convertible Preferred Stock.

On June 30, 2026, the Company entered into a settlement agreement with Vertical under the Term Loan (see Note 11) valued at approximately $0.5 million, which the Company settled through the issuance of 225,681 shares of Series C Preferred Stock. The shares of preferred stock were valued at $0.4 million and the Company recognized a gain on extinguishment of this liability in the amount of $43,000.

On March 31, 2026, the Company entered into a settlement agreement with Vertical under the Term Loan (see Note 11) valued at $2.2 million, which the Company settled through the issuance of 1,088,255 shares of Series C Preferred Stock. The shares of preferred stock were valued at $1.8 million and the Company recognized a gain on extinguishment of this liability in the amount of $0.4 million.

Upon the closing of the Ergatta Acquisition (see Note 23), the Company filed a certificate of designation with the Secretary of State of the State of Delaware, creating three new series of preferred stock designated as (i) Series D-1 Convertible Preferred Stock, par value $0.0001 per share (“Series D-1 Preferred Stock”) and designating 4,750,000 shares thereof, (ii) Series D-2 Convertible Preferred Stock,

par value $0.0001 per share (“Series D-2 Preferred Stock”) and designating 1,000,000 shares thereof, and (iii) Series D-3 Convertible Preferred Stock, par value $0.0001 per share (“Series D-3 Preferred Stock,” collectively with Series D-1 Preferred Stock and Series D-2 Preferred Stock, “Series D Preferred Stock”) and designating 500,000 shares thereof. Series D Preferred Stock has no voting rights, other than any vote required by law or the Company’s Certificate of Incorporation. Series D-1 Preferred Stock and Series D-2 Preferred Stock shall convert into shares of the Company’s common stock, par value $0.0001 per share (“Common Stock”) on May 3, 2027. Series D-3 Preferred Stock shall convert to shares of Common Stock on May 1, 2028. Conversion of the Series D Preferred Stock is subject to stockholder approval, and if such approval is not obtained, the Series D Preferred Stock will be redeemed for cash. As a result, and due to the variability in the number of shares of Common Stock that the Series D Preferred Stock is convertible into that is not based on the value of the Common Stock, the Series D Preferred Stock is reflected as a liability in the Company's condensed consolidated balance sheet as of June 30, 2026.

On July 1, 2025, the Company issued 1,300,000 shares of its Series E Preferred Stock, par value $0.0001 per share, ("Series E Preferred Stock") in connection with the Wattbike Acquisition (see Note 1). Subject to stockholder approval, the Series E Preferred Stock is convertible into shares of Common Stock at an amount per share equal to the greater of (i) the volume weighted average price of the Common Stock for the 20 consecutive trading days immediately preceding and including the Conversion Date, subject to certain standard anti-dilution adjustments and (ii) the Minimum Price (as defined by NASDAQ) on June 12, 2026. The Series E Preferred Stock was redeemable for cash if stockholder approval was not obtained by June 15, 2026. On June 8, 2026, the Company received stockholder approval for the Series E Preferred Stock to be converted into Common Stock, resulting in a fixed conversion ratio for the Series E Preferred Stock of 0.3442, or 444,860 shares of Common Stock.

Prior to receiving stockholder approval for the conversion into Common Stock, the Series E Preferred Stock was classified as temporary equity in the Company's consolidated balance sheet, as the holders of the preferred stock had the option to redeem such Preferred Stock if stockholder approval was not obtained. With the conversion being approved by the Company's stockholders, the Series E Preferred Stock was reclassified into permanent equity as of June 30, 2026.

The remaining unissued shares of the Company's authorized preferred stock are undesignated.

On June 2, 2025 the Board declared a dividend on the shares of Series A Preferred Stock issued and outstanding as of the record date for such dividend, as a dividend in kind, in the form of 47,332 shares of Series A Preferred Stock. The Company issued 47,332 Dividend Shares on June 3, 2025. Also on June 2, 2025, the Board declared a dividend on the shares of Series C Preferred Stock issued and outstanding as of the record date for such dividend, as a dividend in kind, in the form of 21,584 shares of Series C Preferred Stock. The Company issued 21,584 Dividend Shares on June 3, 2025.

On April 17, 2025 the Board declared a dividend on the shares of Series A Preferred Stock issued and outstanding as of the record date for such dividend, as a dividend in kind, in the form of 81,464 shares of Series A Preferred Stock. The Company issued 81,464 Dividend Shares on April 17, 2025. Also on April 17, 2025, the Board declared a dividend on the shares of Series C Preferred Stock issued and outstanding as of the record date for such dividend, as a dividend in kind, in the form of 46,727 shares of Series C Preferred Stock. The Company issued 46,727 Dividend Shares on April 17, 2025.

On January 23, 2025 the Board declared a dividend on the shares of Series A Preferred Stock issued and outstanding as of the record date for such dividend, as a dividend in kind, in the form of 112,334 shares of Series A Preferred Stock. The Company issued 112,334 Dividend Shares on January 23, 2025.

On March 31, 2025, the Company issued 1,188,571 shares of the Company’s Series C Preferred Stock as payment of the $2.4 million Net Trade Value as of that date pursuant to a Loss Restoration Agreement.

On January 23, 2025, the Company and the Lender entered into a Settlement Agreement, pursuant to which the Company issued 496,246 shares of the Company’s Series C Preferred Stock to the Vertical as payment of the $1.0 million Net Trade Value as of the settlement date pursuant to the Loss Restoration Agreement.

On January 23, 2025, the Board declared a dividend on the shares of Series C Preferred Stock issued and outstanding as of the record date for such dividend, as a dividend in kind, in the form of 126,515 shares of Series C Preferred Stock. The Company issued 126,515 Dividend Shares on January 23, 2025.