Subsequent Events

6 Months Ended

Jun. 30, 2026

Subsequent Events

Subsequent Events

(21) Subsequent Events

For its consolidated financial statements as of June 30, 2026, the Company evaluated subsequent events through August 14, 2026, the date on which these consolidated financial statements were issued.

Annual Meeting Results; Conversions of Preferred Shares; and Pro Forma Stockholders’ Equity

On July 20, 2026, the Company completed its 2026 Annual Meeting of Stockholders (the “Annual Meeting”). All matters voted upon at the Annual Meeting were approved with the required votes, including for purposes of applicable Nasdaq Listing Rules, those set forth below.

(i)

Approval, for the purposes of complying with the applicable provisions of Nasdaq Listing Rule 5635, of the issuance of the

Company’s Common Stock upon conversion of the Company’s Series A Non-Voting Convertible Preferred Stock, par value

$0.0001 per share (“Series A Preferred Stock”), and the Company’s Series B Non-Voting Convertible Preferred Stock, par

value $0.0001 per share (“Series B Preferred Stock”).

(ii)

Approval, for the purposes of complying with the applicable provisions of Nasdaq Listing Rule 5635(a), of the issuance of the

Company’s Common Stock upon conversion of the Company’s Series C Non-Voting Convertible Preferred Stock, par value

$0.0001 per share (“Series C Preferred Stock”).

(iii)

Approval, for the purposes of complying with the applicable provisions of Nasdaq Listing Rule 5635(d), of the issuance of shares

of the Company’s Common Stock pursuant to the Standby Equity Purchase Agreement, dated as of April 6, 2026, by and between

the Company and YA II PN, Ltd. (the “SEPA”) and convertible promissory notes issued or to be issued by the Company to

YA II PN, Ltd. (the “Convertible Notes”) under the SEPA.

Between July 20, 2026, and August 10, 2026, all shares of Series A Preferred Stock, Series B Preferred Stock, and Series C Preferred Stock converted into Common Stock and the amounts of such series of preferred stock will be classified in the Company’s permanent common equity account resulting in pro forma stockholders’ equity at June 30, 2026, of $138,358,183.

Additional Conversion

On July 7, 2026, Yorkville converted an additional $200,000 principal amount of the First Convertible Note and accrued interest into 46,886 shares of Common Stock.

Second Convertible Note

On July 22, 2026, the Company issued the Second Convertible Note under the SEPA in the principal amount of $5.0 million for

which the Company received $4.75 million after the purchase discount of 5%.