6. Preferred Stock

The Company is authorized under its certificate of incorporation, as amended, to issue up to 5,000,000 shares of preferred stock, which may be issued as designated by the Board of Directors without stockholder approval.

On July 10, 2026, the Company entered into a Rights Agreement (the “Rights Agreement”) with Continental Stock Transfer & Trust Co. Pursuant to the Rights Agreement, the Company declared a dividend of one preferred purchase right (a “Right”) for each outstanding share of the Company’s common stock, payable to stockholders of record at the close of business on July 21, 2026. The Rights will become exercisable only if a person or a group of affiliated or associated persons acquires or obtains the right to acquire beneficial ownership of 10% or more of the Company’s outstanding common stock (15% in the case of a person who reports their beneficial ownership on Schedule 13G) without the prior approval of the Board of Directors. When exercisable, each holder of a Right will be entitled to purchase 1/1,000th of a share of the Company’s Series B Preferred at a price of $140, subject to adjustment. The Rights expire on July 9, 2027 unless the Company’s stockholders ratify the Rights Agreement before that date, in which case the Rights expire on the third anniversary of the date of such approval, in each case subject to earlier redemption or exchange. The Company designed and adopted the stockholder rights plan to protect stockholder value and deter coercive or unfair takeover tactics. As of September 30, 2026, the Rights have not become exercisable.

In conjunction with the Rights Agreement, the Company amended its certificate of incorporation to adopt a Certificate of Designation of Rights, Preferences, and Privileges of Series B Junior Participating Preferred Stock (“Series B Preferred”), designating 100,000 shares as Series B Preferred, with a par value of $0.001 per share.

As of September 30, 2026, there were no shares of preferred stock issued and outstanding.