Subsequent Events	6 Months Ended
Jun. 30, 2026
Subsequent Events [Abstract]
Subsequent Events	24. Subsequent Events Acquisition On July 7, 2026, the Company entered into a Stock Purchase Agreement (the “Purchase Agreement”) by and among the Company, STEPR, Inc., a Delaware corporation (“STEPR”), STEPR PTY LTD – ACN 660 939 079, an Australian proprietary limited company (the “Seller”), Hayden Thorneycroft ATF the HG Thorneycroft Family Trust (“TF Trust”), Australian Fitness Supplies Pty Ltd, an Australian proprietary limited company (“AFS,” and together with TF Trust, the “Indirect Equityholders”), Hayden Thorneycroft (“Thorneycroft”) and Daniel Alenaddaf (“Alenaddaf,” and together with Thorneycroft, the “Supporting Parties”), and the Seller, as representative of the Seller Parties (the “Seller Representative”). Pursuant to the Purchase Agreement, the Company will: (i) acquire all of the issued and outstanding shares of capital stock of STEPR (the “Purchased Shares”) from the Seller in a secondary transaction; and (ii) immediately following such acquisition, will purchase newly issued shares of STEPR (the “Primary Shares”) in a primary transaction, in each case subject to the satisfaction or waiver of customary closing conditions. The total consideration payable by the Company consists of a combination of cash and shares of the Company's newly designated preferred stock, structured as follows: • Cash Consideration. At the closing of the purchase and sale of the Purchased Shares (the “Closing”), the Company will (i) pay an initial cash contribution of $1.5 million (net of any advances previously made under the secured note described below) to STEPR for working capital purposes, and (ii) repay up to $1.2 million to AFS to satisfy the outstanding balance of an existing shareholder loan owed by STEPR (the “AFS Loan Repayment Amount”). Following the Closing, the Company will advance up to $2.5 million in incremental cash contributions to STEPR for working capital purposes. In addition, on the first anniversary of the Closing, the Company will pay to the Seller up to $1.0 million in shareholder cash consideration (the “Shareholder Cash Consideration”), of which up to $0.5 million is to be used to repay certain other shareholder loans and $0.5 million is to be distributed to designated parties. • Secured Note. In connection with the Purchase Agreement, the Company will execute and deliver a secured promissory note in the maximum principal amount of $1.5 million, under which it may, at its sole discretion, make advances to the Seller from the effective date of the note until the earlier of date of the Closing and the termination of the Purchase Agreement. The secured note will accrue interest at a rate equal to the lesser of (a) the Prime Rate (with a floor of 6.75%) plus 5.00% per annum, or (b) the maximum rate permitted under applicable law, computed on the basis of a 360-day year. • Equity Consideration. At the Closing, the Company will issue to the Seller (i) $6.0 million worth of shares of the Company's Series F-1 Non-Voting Convertible Preferred Stock (the “F1 Equity Consideration”), (ii) $10.5 million worth of shares of the Company's Series F-2 Non-Voting Convertible Preferred Stock (the “F2 Equity Consideration”), and (iii) $2.5 million worth of shares of the Company's Series F-3 Non-Voting Convertible Preferred Stock (the “F3 Equity Consideration,” and together with the F1 Equity Consideration and the F2 Equity Consideration, the “Equity Consideration”). Each series of Equity Consideration is convertible into shares of the Company's Common Stock at the applicable conversion price, in accordance with and subject to the terms of the Certificates of Designation of the foregoing preferred stock (the “Certificate of Designation”), that will be filed with the Secretary of State of the State of Delaware prior to the Closing. The Equity Consideration is subject to performance-based scaling factors as described below. • Scaling Factors. The value of the Equity Consideration is subject to adjustment based on STEPR's financial performance following the Closing. The F1 Equity Consideration is subject to the F1 Scaling Factor, calculated based on STEPR's EBITDA during the period from July 1, 2026 to June 30, 2027 (“Year 1 EBITDA”), with Year 1 EBITDA capped at $4.0 million for purposes of such calculation. The F2 Equity Consideration is subject to the F2 Scaling Factor, calculated based on STEPR's EBITDA during the period from July 1, 2027 to June 30, 2028 (“Year 2 EBITDA”), with Year 2 EBITDA capped at $7.0 million for purposes of such calculation. The F3 Equity Consideration is subject to the F3 Scaling Factor, which is determined based on aggregate achieved points across synergy categories as set forth in the F3 Framework attached to the Purchase Agreement. Each Scaling Factor may range from 0.000 (or 0.500 in the case of the F1 Scaling Factor) to 1.000. The Closing is expected to occur in the third quarter of 2026, subject to the satisfaction or waiver (if permitted) of conditions precedent as provided in the Purchase Agreement. Conversion of Convertible Notes and Exchange of Loans Payable In July and August of 2026, the holder of Class A Incremental Notes converted $0.3 million of debt principal and accrued interest into 88,103 shares of Common Stock. In August of 2026, the Company entered into Exchange Agreements with Woodway, pursuant to which Woodway exchanged $0.2 million of principal balance on a promissory note for 65,000 shares of Common Stock. On August 10, 2026, the Company entered into an Exchange Agreement with one of the holders of the Remainder Notes (see Note 11) whereby the holder exchanged $0.5 million of principal balance for 150,000 shares of Common Stock. Issuance of Convertible Notes On July 21, 2026, the Company issued a Class B Incremental Note pursuant to the January 2025 SPA (see Note 11) for a principal amount of $2.0 million and warrants to purchase 305,810 shares of Common Stock at an exercise price of $5.527 per share. The Class B Incremental Note has an initial conversion price of $3.597 per share, subject to adjustment under the terms of the note, and a maturity date of July 21, 2027. Preferred Stock Dividends Pursuant to the Certificate of Designations of Series C Preferred Stock, on July 28, 2026, 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 338,240 shares of Series C Preferred Stock in the aggregate. Pursuant to the Certificate of Designations of Series A Preferred Stock, on July 28, 2026, the Board of Directors of the Company 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 281,344 shares of Series A Preferred Stock in the aggregate. The Company issued the Series A Preferred Stock and Series C Preferred Stock dividend shares on July 28, 2026. Other Exchange Agreements In August of 2026, the Company entered into Exchange Agreements with Thomas Aulet, pursuant to which Mr. Aulet exchanged an aggregate of 400,000 shares of the Company's Series D-2 Preferred Stock for 251,627 shares of Common Stock. In August of 2026, the Company entered into an Exchange Agreements with Alessandra Gotbaum, pursuant to which Ms. Gotbaum exchanged an aggregate of 375,000 shares of the Series D-2 Preferred Stock for 237,092 shares of Common Stock. In August of 2026, the Company entered into Exchange Agreements with a holder of the Company's Series A Preferred Stock pursuant to which the holder exchanged an aggregate of 66,025 shares of Series A Preferred Stock for 40,000 shares of Common Stock. In August of 2026, the Company entered into Exchange Agreements with THLWY LLC, pursuant to which THLWY LLC exchanged an aggregate of 131,960 shares of Series A Preferred Stock for 80,000 shares of Common Stock. In August of 2026, the Company entered into Exchange Agreements with a different holder of Series A Preferred Stock, pursuant to which the holder exchanged an aggregate of 66,025 shares of Series A Preferred Stock for 40,000 shares of Common Stock. On August 4, 2026, the Company entered into an Exchange Agreement with Vertical, pursuant to which Vertical exchanged 144,000 shares of the Company's Series C Preferred Stock for 90,000 shares of Common Stock. On August 5, 2026, the Company entered into an Exchange Agreement with Piper Nominee IV Limited, pursuant to which Piper Nominee IV Limited exchanged 88,750 shares of the Company's Series E Preferred Stock for 50,000 shares of Common Stock.

Subsequent Events

6 Months Ended

Jun. 30, 2026

24. Subsequent Events

Acquisition

On July 7, 2026, the Company entered into a Stock Purchase Agreement (the “Purchase Agreement”) by and among the Company, STEPR, Inc., a Delaware corporation (“STEPR”), STEPR PTY LTD – ACN 660 939 079, an Australian proprietary limited company (the “Seller”), Hayden Thorneycroft ATF the HG Thorneycroft Family Trust (“TF Trust”), Australian Fitness Supplies Pty Ltd, an Australian proprietary limited company (“AFS,” and together with TF Trust, the “Indirect Equityholders”), Hayden Thorneycroft (“Thorneycroft”) and Daniel Alenaddaf (“Alenaddaf,” and together with Thorneycroft, the “Supporting Parties”), and the Seller, as representative of the Seller Parties (the “Seller Representative”).

Pursuant to the Purchase Agreement, the Company will: (i) acquire all of the issued and outstanding shares of capital stock of STEPR (the “Purchased Shares”) from the Seller in a secondary transaction; and (ii) immediately following such acquisition, will purchase newly issued shares of STEPR (the “Primary Shares”) in a primary transaction, in each case subject to the satisfaction or waiver of customary closing conditions. The total consideration payable by the Company consists of a combination of cash and shares of the Company's newly designated preferred stock, structured as follows:

•

Cash Consideration. At the closing of the purchase and sale of the Purchased Shares (the “Closing”), the Company will (i) pay an initial cash contribution of $1.5 million (net of any advances previously made under the secured note described below) to STEPR for working capital purposes, and (ii) repay up to $1.2 million to AFS to satisfy the outstanding balance of an existing shareholder loan owed by STEPR (the “AFS Loan Repayment Amount”). Following the Closing, the Company will advance up to $2.5 million in incremental cash contributions to STEPR for working capital purposes. In addition, on the first anniversary of the Closing, the Company will pay to the Seller up to $1.0 million in shareholder cash consideration (the “Shareholder Cash Consideration”), of which up to $0.5 million is to be used to repay certain other shareholder loans and $0.5 million is to be distributed to designated parties.

•

Secured Note. In connection with the Purchase Agreement, the Company will execute and deliver a secured promissory note in the maximum principal amount of $1.5 million, under which it may, at its sole discretion, make advances to the Seller from the effective date of the note until the earlier of date of the Closing and the termination of the Purchase Agreement. The secured note will accrue interest at a rate equal to the lesser of (a) the Prime Rate (with a floor of 6.75%) plus 5.00% per annum, or (b) the maximum rate permitted under applicable law, computed on the basis of a 360-day year.

•

Equity Consideration. At the Closing, the Company will issue to the Seller (i) $6.0 million worth of shares of the Company's Series F-1 Non-Voting Convertible Preferred Stock (the “F1 Equity Consideration”), (ii) $10.5 million worth of shares of the Company's Series F-2 Non-Voting Convertible Preferred Stock (the “F2 Equity Consideration”), and (iii) $2.5 million worth of shares of the Company's Series F-3 Non-Voting Convertible Preferred Stock (the “F3 Equity Consideration,” and together with the F1 Equity Consideration and the F2 Equity Consideration, the “Equity Consideration”). Each series of Equity Consideration is convertible into shares of the Company's Common Stock at the applicable conversion price, in accordance with and subject to the terms of the Certificates of Designation of the foregoing preferred stock (the “Certificate of Designation”), that will be filed with the Secretary of State of the State of Delaware prior to the Closing. The Equity Consideration is subject to performance-based scaling factors as described below.

•

Scaling Factors. The value of the Equity Consideration is subject to adjustment based on STEPR's financial performance following the Closing. The F1 Equity Consideration is subject to the F1 Scaling Factor, calculated based on STEPR's EBITDA during the period from July 1, 2026 to June 30, 2027 (“Year 1 EBITDA”), with Year 1 EBITDA capped at $4.0 million for purposes of such calculation. The F2 Equity Consideration is subject to the F2 Scaling Factor, calculated based on STEPR's EBITDA during the period from July 1, 2027 to June 30, 2028 (“Year 2 EBITDA”), with Year 2 EBITDA capped at $7.0 million for purposes of such calculation. The F3 Equity Consideration is subject to the F3 Scaling Factor, which is determined based on aggregate achieved points across synergy categories as set forth in the F3 Framework attached to the Purchase Agreement. Each Scaling Factor may range from 0.000 (or 0.500 in the case of the F1 Scaling Factor) to 1.000.

The Closing is expected to occur in the third quarter of 2026, subject to the satisfaction or waiver (if permitted) of conditions precedent as provided in the Purchase Agreement.

Conversion of Convertible Notes and Exchange of Loans Payable

In July and August of 2026, the holder of Class A Incremental Notes converted $0.3 million of debt principal and accrued interest into 88,103 shares of Common Stock.

In August of 2026, the Company entered into Exchange Agreements with Woodway, pursuant to which Woodway exchanged $0.2 million of principal balance on a promissory note for 65,000 shares of Common Stock.

On August 10, 2026, the Company entered into an Exchange Agreement with one of the holders of the Remainder Notes (see Note 11) whereby the holder exchanged $0.5 million of principal balance for 150,000 shares of Common Stock.

Issuance of Convertible Notes

On July 21, 2026, the Company issued a Class B Incremental Note pursuant to the January 2025 SPA (see Note 11) for a principal amount of $2.0 million and warrants to purchase 305,810 shares of Common Stock at an exercise price of $5.527 per share. The Class B Incremental Note has an initial conversion price of $3.597 per share, subject to adjustment under the terms of the note, and a maturity date of July 21, 2027.

Preferred Stock Dividends

Pursuant to the Certificate of Designations of Series C Preferred Stock, on July 28, 2026, 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 338,240 shares of Series C Preferred Stock in the aggregate.

Pursuant to the Certificate of Designations of Series A Preferred Stock, on July 28, 2026, the Board of Directors of the Company 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 281,344 shares of Series A Preferred Stock in the aggregate.

The Company issued the Series A Preferred Stock and Series C Preferred Stock dividend shares on July 28, 2026.

Other Exchange Agreements

In August of 2026, the Company entered into Exchange Agreements with Thomas Aulet, pursuant to which Mr. Aulet exchanged an aggregate of 400,000 shares of the Company's Series D-2 Preferred Stock for 251,627 shares of Common Stock.

In August of 2026, the Company entered into an Exchange Agreements with Alessandra Gotbaum, pursuant to which Ms. Gotbaum exchanged an aggregate of 375,000 shares of the Series D-2 Preferred Stock for 237,092 shares of Common Stock.

In August of 2026, the Company entered into Exchange Agreements with a holder of the Company's Series A Preferred Stock pursuant to which the holder exchanged an aggregate of 66,025 shares of Series A Preferred Stock for 40,000 shares of Common Stock.

In August of 2026, the Company entered into Exchange Agreements with THLWY LLC, pursuant to which THLWY LLC exchanged an aggregate of 131,960 shares of Series A Preferred Stock for 80,000 shares of Common Stock.

In August of 2026, the Company entered into Exchange Agreements with a different holder of Series A Preferred Stock, pursuant to which the holder exchanged an aggregate of 66,025 shares of Series A Preferred Stock for 40,000 shares of Common Stock.

On August 4, 2026, the Company entered into an Exchange Agreement with Vertical, pursuant to which Vertical exchanged 144,000 shares of the Company's Series C Preferred Stock for 90,000 shares of Common Stock.

On August 5, 2026, the Company entered into an Exchange Agreement with Piper Nominee IV Limited, pursuant to which Piper Nominee IV Limited exchanged 88,750 shares of the Company's Series E Preferred Stock for 50,000 shares of Common Stock.