On June 30, 2026, the Company entered into a Securities Purchase Agreement (the “July Purchase Agreement”) with certain institutional investors (the “July Purchasers”), pursuant to which the Company agreed to sell and issue shares to the July Purchasers in a private placement transaction (the “ July Private Placement”). On July 2, 2026, the Company closed the July Private Placement, which resulted in the Company issuing 24,509,804 shares of the Company’s common stock.

On September 30, 2026, at a special meeting of stockholders (the “Special Meeting”), our stockholders approved the amendment and restatement of the Company’s Certificate of Incorporation to increase the authorized number of shares to 185,000,000 shares, consisting of 180,000,000 shares of common stock, par value $0.01 per share, and 5,000,000 shares of preferred stock, par value $0.01 per share.

On March 22, 2021, the Company completed a private placement of 65,000 shares of newly designated Series D Perpetual Preferred Stock, with a par value of $0.01 per share (the “Series D Preferred Stock”), at a price of $1,000 per share. The Series D Preferred Stock has an initial liquidation preference of $1,000 per share and is redeemable at our option in cash at a redemption price equal to the liquidation preference then in effect. Series D Preferred Stock shares earn cash dividends at a rate of 10.0% per year, payable quarterly in arrears, accruing whether or not earned or declared. If no cash dividend is paid, then the liquidation preference per share effective on the dividend date increases to 12.0% per year. On March 22, 2026, the cash dividend rate and in-kind dividend rate increased by 2.5%, and will increase by 2.5% each year thereafter. Cash dividends are required beginning on September 30, 2027 and are limited based on terms and conditions of the Company’s outstanding credit agreements.

The Series D Preferred Stock is classified as mezzanine equity, between liabilities and stockholders’ equity, because certain features of the Series D Preferred Stock could require redemption of the Series D Preferred Stock upon a change of control event that is considered not solely within our control. For initial recognition, the Series D Preferred Stock was recognized at a discounted value, net of issuance costs and allocation to warrants and a bifurcated embedded derivative. The aggregate discount was amortized as a deemed dividend through March 22, 2026, which is the date the dividend rate increased to 14.5% per year. Deemed dividends adjust additional paid-in capital due to the absence of retained earnings.

On August 5, 2026, we entered into an exchange agreement (the “Exchange Agreement”) with the sole holder of the Series D Preferred Stock (the “Holder”), and concurrently completed the following transactions: (i) we redeemed 36,750 shares for $70.0 million in cash, equal to the accreted liquidation preference of the redeemed shares, pursuant to our optional redemption right under the certificate of designation (the “Redemption”); (ii) we issued 5,500,000 shares of our common stock in exchange for 9,850 shares of Series D Preferred Stock (the “Exchange”) for a total value representing $18.8 million; and (iii) the Holder consented to a reduction of the cash dividend rate and the preference accrual rate to 10.0% per annum for the one-year period

ending August 5, 2027, after which the rates revert to the certificate of designation schedule, and agreed that if we redeem all remaining shares in full for cash with payment on or before December 31, 2026 (the “Final Redemption”), the aggregate redemption price will be reduced by $5.0 million.

The excess of the total consideration transferred, totaling $3.4 million, was recorded as a deemed dividend within additional paid-in capital and increases net loss attributable to common stockholders for the three and nine months ended September 30, 2026. Total consideration transferred includes fees associated with the transaction and the difference between the closing share price and the reference share price negotiated as part of the Exchange.

The changes to the terms of the remaining 18,400 shares were evaluated as a modification; because the changes were not substantive and conveyed no value to the Holder, no adjustment was recorded, and the remaining shares continue to be carried at their accreted liquidation preference, with accretion recognized at the reduced 10.0% rate during the rate adjustment period.

On October 7, 2026, we completed the Final Redemption, redeeming all 18,400 remaining outstanding shares of Series D Preferred Stock for aggregate cash consideration of approximately $30.7 million, reflecting the $5.0 million reduction to the aggregate redemption price provided under the Exchange Agreement. Following the Final Redemption, no shares of Series D Preferred Stock remain outstanding, all rights of the Holder with respect to the Series D Preferred Stock terminated, and the Series D Preferred Stock balance within mezzanine equity will be reduced to zero.

As of September 30, 2026, the carrying value of the Series D Preferred Stock shares was $35.6 million, which included $17.2 million of accumulated unpaid and deemed dividends. The following table presents the change in the Series D Preferred Stock carrying value during the nine months ended September 30, 2026.


Balance as of December 31, 2025	$	112,409



Accrual of in-kind dividends	9,964
Amortization	1,986
Redemption	(70,002)
Exchange of preferred shares for common stock	(18,763)
Balance as of September 30, 2026	$	35,594