On September 3, 2026, we entered into an underwriting agreement with R.F. Lafferty & Co., Inc. ("R.F. Lafferty") in connection with the issuance and sale of 1,375,000 shares of our CHAD Stock, par value $0.00001 per share, at a public offering price of $8.00 per share. On September 8, 2026, the initial offering closed, resulting in gross proceeds of $11.0 million and net proceeds of $9.8 million after deducting underwriting discounts, commissions and offering costs.

In connection with the CHAD Stock offering, we also granted R.F. Lafferty a 30-day option to purchase an additional 206,250 shares at the public offering price. The option was exercised in full, resulting in gross proceeds of $1.65 million and net proceeds of $1.6 million after deducting underwriting discounts, commissions and offering costs.

On September 11, 2026, we entered into a sales agreement with R.F. Lafferty, under which we may offer and sell from time to time shares of our CHAD Stock through an at-the-market offering ("CHAD Stock ATM"). In accordance with the sales

agreement, we may offer and sell up to 30,000,000 shares of our CHAD Stock through R.F. Lafferty, acting as our sales agent or as principal. As of September 30, 2026, we did not sell any shares of our CHAD Stock under the CHAD Stock ATM.

The CHAD Stock has a stated amount of $10.00 per share and a liquidation preference of $10.00 per share. The CHAD Stock ranks senior to the Company's common stock with respect to dividends and distributions upon liquidation, dissolution or winding up, equally with the Company's Series A Preferred Stock with respect to dividends and distributions upon liquidation, dissolution or winding up and junior to our existing and future indebtedness, and structurally junior to the liabilities, including trade payables, and (to the extent we are not a holder thereof) capital stock of the Company’s subsidiaries.

The CHAD Stock accumulates cumulative dividends at a variable annual rate on the stated amount of $10.00 per share, which is calculated using a 360-day year. The initial annual dividend rate was 13.00%. Thereafter, prior to the commencement of each calendar month, our Board of Directors, or a duly authorized committee thereof, will determine the regular annual dividend rate applicable to the CHAD Stock at least monthly and may determine or adjust the regular dividend rate more frequently, in its sole absolute discretion, based on market conditions, the trading price of the CHAD Stock, prevailing interest rates, comparable market yields, the Company’s liquidity and capital needs and such other factors as the Board of Directors or such committee determines to be relevant. The right of our Board of Directors to adjust the regular dividend rate is subject to limitations set forth in the Certificate of Designation. On October 15, 2026, the dividend committee of our Board of Directors, increased the dividend rate from 13.00% to 14.00% on an annualized basis, effective November 2, 2026.

Contemporaneously, with the closing of the initial offering of the CHAD Stock, we established a dividend reserve in an amount equal to the first 12 months of dividend payments. As of September 30, 2026, the dividend reserve had a balance of $2.1 million and is recorded within Cash and cash equivalents, as stated on our Condensed Consolidated Balance Sheets. Dividends are payable in cash on each business day, when, as and if declared by the Board of Directors. The initial dividend payment, covering the period from issuance through September 30, 2026, was paid on October 1, 2026.

If accumulated dividends are not paid in accordance with the terms of the Certificate of Designation, additional compounded dividends may accrue, subject to the applicable contractual limitations. Under certain circumstances involving extended failures to pay dividends, holders of our CHAD Stock may obtain the right to elect a director, subject to the conditions in the Certificate of Designation.

The CHAD Stock is classified as mezzanine equity because certain events that could trigger redemption are not solely within our control. As of September 30, 2026, we evaluated the redemption provisions of our CHAD Stock under ASC 480 and determined that our CHAD Stock was not currently redeemable and redemption was not probable, as there has been no occurrence of a qualifying fundamental change that would trigger the holders' redemption rights. Accordingly, no adjustment to its carrying amount was required.

We will have the right, at our election, to redeem all, or any whole number of shares, of the issued and outstanding CHAD Stock, at any time, at a cash redemption price of $11.00 per share of CHAD Stock or such higher amount as we may determine, plus accumulated and unpaid regular dividends, if any, through the redemption date.

We will also have the right, at our election, to redeem all outstanding CHAD Stock under certain circumstances, including specified tax events or when the number of outstanding shares falls below the threshold established in the Certificate of Designation. The redemption price for these provisions is based on the applicable liquidation preference plus accumulated and unpaid dividends.

Upon the occurrence of a fundamental change, as defined in the Certificate of Designation, holders of our CHAD Stock have the right to require us to repurchase some or all of its shares of CHAD Stock for cash at a price equal to $10.00 per share, plus accumulated and unpaid dividends, on a date of our choosing, which must be a business day that is no more than 35 business days, nor less than 20 business days after the date we provide the related fundamental change notice.


	September 30, 2026
Balance, December 31, 2025	$	—
Gross proceeds from initial issuance	11,000
Gross proceeds from the exercise of underwriter's option to purchase additional shares	1,650
Underwriting discounts and commissions	(579)
Deferred offering costs	(624)
Net proceeds from offering	11,447
Allocation of fair value to bifurcated fundamental change put option	(131)


Balance, September 30, 2026	$	11,316