January 2024 Short-Term Loan Agreement

On January 19, 2024, the Company issued promissory notes in the aggregate principal amount of $1.0 million (the “January 2024 Promissory Notes”) and common stock purchase warrants to purchase up to an aggregate of 66,665 shares (the “January 2024 Warrant Shares”) of the Company’s common stock, at an initial exercise price of $22.23 per share with four accredited investors (each an “Investor” and together the “Investors”). In connection with the January 2024 Promissory Notes, the Company received gross proceeds of $0.6 million, before fees and other expenses associated with the transaction.

The January 2024 Promissory Note was to mature on the earlier to occur of: (i) July 17, 2024 and (ii) the full or partial exercise of certain Series B Preferred Stock purchase warrants currently held by the Investor, issuable for at least 9,322 shares of the Company’s Series B Convertible Preferred Stock, par value $0.0001 per share (“Series B Preferred Stock”), upon such full or partial exercise. The January 2024 Promissory Notes did not bear interest except upon the occurrence of an Event of Default (as defined in the January 2024 Promissory Notes). The January 2024 Promissory Notes were not convertible into shares of common stock or Series B Preferred Stock.

Between the dates of January 26, 2024 and February 2, 2024, the January 2024 Promissory Notes were repaid in full following the exercise of certain of the Company’s Series B Preferred Stock purchase warrants for a total of 29,322 shares of Series B Preferred Stock. The 2024 Promissory Notes were settled via the payment of $0.7 million in cash and a $0.3 million offset to the amount due by one of the investors from the exercise of 9,322 Series B Preferred Stock purchase warrants.

In connection with the issuance of the January 2024 Warrant Shares (see Note 6 – Fair Value Measurements), the fair value of the warrants and the original issue discount for interest were recorded as debt discounts totaling $1.3 million. The debt discounts were to be amortized to interest expense over the respective term using the effective interest method. In connection with the full repayment of the January 2024 Promissory Notes, the Company recognized $1.3 million of interest expense in the year ended December 31, 2024.

DV Convertible Note

In connection with the DV Closing at December 31, 2024, the Company issued the DV Convertible Note in a principal amount of $10.0 million due on the third anniversary of the DV Closing. The Company agreed to pay interest to EOS Holdings on the aggregate unconverted and then outstanding principal amount of the note at the rate of five and twelve hundredths percent (5.12%) per annum, accruing from the DV Closing.

The DV Convertible Note can be converted at EOS Holdings’ option, partially or entirely, into shares of common stock, any time after the maturity date until the DV Convertible Note is fully paid off. The DV Convertible Note uses a conversion price equaling to seventy-five percent (75%) of the average VWAP (as defined in the DV Convertible Note) during the ten (10) consecutive trading days ending on the trading day that is immediately prior to the conversion date subject to a floor price of $1.116 per share. At EOS Holdings’ sole discretion, upon a change of control (as defined in the DV Convertible Note), (i) the Company shall cause any successor entity to assume in writing all of the obligations of the Company under the DV Convertible Note, (ii) pay or cause to be paid to EOS Holdings the EOS Holdings Note Balance (as defined below) in cash, or (iii) pay, at the closing of such change of control, in full satisfaction of the Company’s obligations under the DV Convertible Note, an amount in cash or equivalent common stock to the amount EOS Holdings would have been paid if it had converted the entire balance outstanding under the DV Convertible Note into shares of common stock immediately prior to such closing, at the conversion price.

The parties agreed that the Company may apply up to 25% of the amount of any payment to be made to EOS Holdings pursuant to the DV Convertible Note towards satisfaction of the amount, if any, owed by EOS Holdings to the Company under those certain senior secured promissory notes, dated June 13, 2024, August 7, 2024, September 23, 2024, and December 23, 2024 (collectively, the “Secured Notes” and the outstanding amount under the Secured Notes, collectively, the “EOS Holdings Note Balance”). The EOS Holdings Note Balance on the maturity date will be automatically reduced by the amount of the EOS Holdings Note Balance.

Pursuant to the DV Convertible Note, if, at any time while the DV Convertible Note is outstanding, the Company enters into any capital raising or financing transaction, including without limitation any issuance by the Company of shares of common stock or common stock equivalents (as defined in the DV Convertible Note) for cash consideration, indebtedness or a combination of units thereof (each, a “Subsequent Financing”), then the Company shall first pay to EOS Holdings at least 10% of the gross proceeds of such Subsequent Financing to redeem all or a portion of the DV Convertible Note, plus accrued but unpaid interest, plus liquidated damages, if any, and any other amounts then owing to EOS Holdings. If the aggregate gross proceeds of Subsequent Financings reach or exceed $50.0 million, then the Company shall repay the DV Convertible Note in full, including accrued but unpaid interest, liquidated damages, if any, and any other amounts, then owing to EOS Holdings.

The DV Convertible Note includes customary event of default provisions. Upon the occurrence of an event of default, the DV Convertible Note and all amounts due thereunder shall become, upon demand by EOS Holdings, immediately due and payable in cash. Additionally, upon the occurrence of an event of default, interest shall accrue daily at the rate of ten percent (10%) per annum on the aggregate outstanding principal balance and any other amounts then owing by Company to EOS Holdings.

The Company elected the fair value method for the DV Convertible Note on issuance of December 31, 2024 due to the embedded derivatives identified within the agreement requiring recurring fair value measurements. The note is valued using level 3 inputs. See Note 6, Fair Value Measurements for further information on inputs.

On February 14, 2025, the Company paid a portion of principal and interest of $0.4 million, net, as a result of the February 2025 Public Offering (defined below in Note 7). On April 2, 2025 and May 20, 2025 in connection with the transactions contemplated by the Q2 2025 Purchase Agreement (as defined below), the Company paid an aggregate of $0.7 million in principal balance. On August 6, 2025, in connection with the transactions contemplated by the Q3 2025 Purchase Agreement (as defined below), the Company paid $0.3 million, on September 26, 2025 the Company paid $0.7 million, and in October 2025 through December 2025 the Company paid $0.8 million. For the year ended December 31, 2025, the Company paid an aggregate of $3.3 million in principal and cash payments of $2.9 million and through offsetting against the note receivable of $0.4 million. No payments were made for the year ended December 31, 2024. See Note 6 fair value measurements for further disclosures.

On September 7, 2025 the Company extinguished a portion of the principal and interest of $3.2 million in an Amendment and Conversion Agreement with EOS Holdings for 10,000,000 shares (the “DV Convertible Note Amendment Agreement”). The balance as of December 31, 2025 and December 31, 2024 was $3.9 million and $10.0 million. The fair value was $3.9 million as of December 31, 2025.

The DV Convertible Note is presented as a current liability as of December 31, 2025 because the note was settled in cash in January 2026. Accordingly, the Company classified the outstanding balance as current at December 31, 2025. See Note 13 – Subsequent Events for additional information regarding the settlement of the DV Convertible Note subsequent to year end.

The DV Convertible Note is netted with the notes receivable from EOS Holdings in convertible notes payable on the consolidated balance sheets as of December 31, 2024 as EOS Holdings agreed to offset the outstanding balance on the DV Convertible Note with the notes receivable at maturity or at a qualifying capital raising or financing transaction noted above.

Q2 2025 Purchase Agreement

Pursuant to a securities purchase agreement dated March 31, 2025, (the “Q2 2025 Purchase Agreement”), by and among the Company and certain institutional investors on April 3 2025, the Company sold (a) in a registered direct offering, senior secured convertible notes having an aggregate principal amount of $5.5 million for an aggregate purchase price of $5.0 million and (b) in a concurrent private placement, common stock purchase warrants to purchase up to 6,448,700 shares of common stock. On May 20, 2025, in a subsequent closing under the Q2 2025 Purchase Agreement, the Company sold (i) in a registered direct offering, additional senior secured convertible notes having an aggregate principal amount of $11.1 million for an aggregate purchase price of $10.0 million and ii) in a concurrent private placement, additional common stock purchase warrants to purchase up to 12,897,401 shares of common stock All senior secured convertible notes issued pursuant to the Q2 2025 Purchase Agreement are referred to herein, collectively, as the “Q2 2025 Notes,” and all common stock purchase warrants issued pursuant to the Q2 2025 Purchase Agreement are referred to herein, collectively, as the “Q2 2025 Warrants.” The Q2 2025 Warrants meet the equity classification guidance. See note 7 for additional information.

The Company received stockholder approval for the issuance of the shares of common stock issuable upon conversion of the Q2 2025 Notes and upon exercise of the Q2 2025 Warrants and a one-time reset, at the Company’s option, of the exercise price of outstanding common stock purchase warrants held by the purchasers of the Q2 2025 Notes and the Q2 2025 Warrants that do not contain “alternative cashless exercise” features.

Pursuant to the Q2 2025 Purchase Agreement, until the date that is 18 months after the date on which the Q2 2025 Notes are no longer outstanding, the holders thereof have the right, but not the obligation, to participate in any issuance by the Company of any debt, preferred stock, shares of common stock or securities convertible into shares of common stock (a “Subsequent Financing”) up to a maximum of 65% of such Subsequent Financing on the same terms, conditions and price provided to other investors in such Subsequent Financing.

Q2 2025 Notes

The Q2 2025 Notes carry a 10% original issue discount, and mature 18 months from the date of issuance. No interest accrues during the term of the Q2 2025 Notes, unless an event of default occurs, in which case interest will accrue at a rate of 12% per annum. The obligations under these Q2 2025 Notes rank senior to all other existing indebtedness and equity of the Company. The Q2 2025 Notes are convertible at any time at the option of the holders thereof, in whole or in part, into such number of shares of the Company’s common stock at an initial conversion price equal to $1.00 per share. Alternatively, the Q2 2025 Notes are convertible at a price (the “Q2 2025 Alternate Conversion Price”) equal to the greater of (x) the amount of $0.1794 per share (the “Q2 2025 Floor Price and (y) 90% of the lowest volume weighted adjusted price of the shares of Common Stock (the “VWAP”) in the ten (10) trading days prior to the applicable conversion date.

In the event the Q2 2025 Alternate Conversion Price is lower than the Q2 2025 Floor Price, the Company is required to compensate the holders of the Q2 2025 Notes by paying them in cash an amount equal to the product obtained by multiplying (A) the VWAP on the day any applicable holder delivers a conversion notice and (B) the difference obtained by subtracting (I) the number of shares of common stock delivered (or to be delivered) to the holder on the applicable share delivery date with respect to such conversion from (II) the quotient obtained by dividing (x) the applicable conversion amount that the holder has elected to be the subject of the applicable conversion, by (y) the applicable Q2 2025 Alternate Conversion Price without being limited by the Q2 2025 Floor Price.

Under the Q2 2025 Notes, the Company is required to use up to 30% of the proceeds from future financings to redeem the Q2 2025 Notes in an amount equal to the aggregate principal amount of the Q2 2025 Notes being redeemed from such proceeds multiplied by 105%. The Q2 2025 Notes contain 4.99/9.99% beneficial ownership limitations and customary provisions regarding events of defaults and negative covenants.

The Q2 2025 Notes are secured by all of the assets of the Company pursuant to a security agreement and guaranteed by a subsidiary of the Company pursuant to a subsidiary guarantee, both of which were entered into on April 3, 2025.

The Company elected the fair value option under ASC 825 to account for the Q2 2025 Notes. Upon issuance, the Q2 2025 Notes had an estimated fair value of $23.2 million, which exceeded the $13.7 million in proceeds received, resulting in a day-one loss of $9.5 million, recorded in interest expense. The Company determined that the financing terms were reasonable given its liquidity position at the time of issuance. During the year ended December 31, 2025, the Company recognized $6.5 million of interest expense to adjust the fair value of the Q2 2025 Notes, and expensed the original issue discount of $1.7 million and issuance costs of $1.3 million within interest expense. Throughout the third and fourth quarters of 2025, holders elected to convert the Q2 2025 Notes through a series of cashless conversions. For the year ended December 31, 2025, holders converted $16.7 million of principal into 66,288,407 shares of common stock. The fair value of the Q2 2025 Notes converted was $22.4 million, and these amounts were reclassified to additional paid-in capital. The fair value measurements were based on Level 3 inputs within the fair value hierarchy.

As of December 31, 2025, all Q2 2025 Notes had been fully converted, and no balance remained outstanding.

Placement Agency Agreement

In connection with the sale and issuance of the Q2 2025 Notes the Company entered into a placement agency agreement with Maxim Group LLC (the “Placement Agent”) on March 31, 2025 (the “Placement Agency Agreement”), pursuant to which the Placement Agent agreed to act as placement agent on a “reasonable best efforts” basis in connection with the sale and issuance of the Q2 2025 Notes in consideration of an aggregate fee equal to 8.0% of the gross proceeds raised at the April 3, 2025 closing and reimbursement of expenses in an amount up to $15,000.

In addition to similar rights previously granted to the Placement Agent, pursuant to the Placement Agency Agreement, the Company granted the Placement Agent a right of first refusal for a period of 30 days from August 22, 2025 to provide investment banking services to the Company on an exclusive basis, exercisable in the Placement Agent’s discretion. Additionally, under the Placement Agency Agreement, the Company agreed to pay the Placement Agent a cash fee equal to 7.0% of the gross proceeds of any capital raising activity consummated with the initial purchasers under the Q2 2025 Purchase Agreement for a period of nine (9) months following April 3, 2025.

Q3 2025 Purchase Agreement

Pursuant to a securities purchase agreement, dated August 4, 2025 (the “Q3 2025 Purchase Agreement by and among the Company and certain institutional investors on August 6, 2025, the Company sold in a registered direct offering, (i) senior secured convertible notes having an aggregate principal amount of $6.7 million for an aggregate purchase price of $6.0 million. On September 30, 2025, in a subsequent closing under the Q3 2025 Purchase Agreement, the Company sold, in a registered direct offering, additional senior secured convertible notes having an aggregate principal amount of $6.7 million for an aggregate purchase price of $6.0 million.

All senior secured convertible notes issued pursuant to the Q3 2025 Purchase Agreement are referred to herein, collectively, as the “Q3 2025 Notes.”

The Company agreed, (i) not to offer for sale, issue, sell, contract to sell, pledge or otherwise dispose of any of shares of common stock or securities convertible into shares of common stock until 45 days after the date of each closing under the Q3 2025 Purchase Agreement, and (ii) not to issue certain securities if the issuance would constitute a variable rate transaction until no initial purchaser under the Q3 2025 Purchase Agreement holds any Q3 2025 Notes.

Until the date that is 18 months after the date on which the Q3 2025 Notes are no longer outstanding, the holders thereof have the right, but not the obligation, to participate in any issuance by the Company of any Subsequent Financing up to a maximum of 65% of such Subsequent Financing on the same terms, conditions and price provided to other investors in such Subsequent Financing.

Q3 2025 Notes

The Q3 2025 Notes carry a 10% original issue discount, and mature 18 months from the date of issuance. No interest accrues during the term of the Q3 2025 Notes, unless an event of default occurs, in which case interest will accrue at a rate of 12% per annum. The obligations under these Q3 2025 Notes rank senior to all other existing indebtedness and equity of the Company. The Q3 2025 Notes are convertible at any time at the option of the holders thereof, in whole or in part, into such number of shares of the Company’s common stock at an initial conversion price equal to $1.00 per share. Alternatively, the Q3 2025 Notes are convertible at the holder’s election, at a price (the “Q3 2025 Alternate Conversion Price”) equal to the greater of (x) the amount of $0.1019 per share (the “Q3 2025 Floor Price”) and (y) 80% of the lowest VWAP in the twenty (20) trading days prior to the applicable conversion date.

In the event the Q3 2025 Alternate Conversion Price is lower than the Q3 2025 Floor Price, the Company is required to compensate the holders of the Q3 2025 Notes by paying them in cash an amount (the “Q3 2025 Alternate Conversion Floor Amount”) equal to the product obtained by multiplying (A) the VWAP on the day any applicable holder delivers a conversion notice and (B) the difference obtained by subtracting (I) the number of shares of common stock delivered (or to be delivered) to the holder on the applicable share delivery date with respect to such Q3 2025 Alternate Conversion from (II) the quotient obtained by dividing (x) the applicable conversion amount that the holder has elected to be the subject of the applicable Q3 2025 Alternate Conversion, by (y) the applicable Q3 2025 Alternate Conversion Price without being limited by the Q3 2025 Floor Price.

Under the Q3 2025 Notes, the Company is required to use up to 20% of the proceeds from future financings to redeem the Q3 2025 Notes in an amount equal to the aggregate principal amount of the Q3 2025 Notes being redeemed from such proceeds multiplied by 105%.

The Q3 2025 Notes contain 4.99/9.99% beneficial ownership limitations and customary provisions regarding events of defaults and negative covenants.

The Q3 2025 Notes are secured by all of the assets of the Company pursuant to a security agreement and guaranteed by a subsidiary of the Company pursuant to a subsidiary guarantee, both of which were entered into on August 6, 2025.

The Company elected the fair value option under ASC 825 to account for its Q3 2025 Notes. Upon issuance, the Q3 2025 Notes had an estimated fair value of $21.6 million, which exceeded the $11.5 million in proceeds received and resulted in a day-one loss of $10.1 million, recorded in interest expense. The Company determined that the financing terms were reasonable in light of its liquidity position at the time of issuance. During the year ended December 31, 2025, the Company recognized $7.8 million of interest expense to adjust the Q3 2025 Notes to fair value. In addition, the original issue discount of $1.3 million and issuance costs of $1.0 million were expensed within interest expense. During the year ended December 31, 2025 the Q3 2025 Notes were fully converted through cashless conversions, exchanging approximately $13.3 million of principal for 62,128,785 shares of common stock. The fair value of the Notes converted during the period was $25.5 million, which was reclassified to additional paid-in capital. These fair value measurements were based on Level 3 inputs within the fair value hierarchy.

In connection with the issuance of the Q3 2025 Notes, the Company agreed to issue 30,738,449 shares of common stock in exchange for the surrender for cancellation of outstanding warrants to purchase 30,738,449 shares of common stock. The incremental change in fair value of $3.7 million, representing losses recognized in connection with the modification of the Q2 2025 Notes, is included in extinguishment expense on the consolidated statement of operations. In addition, in connection with the issuance of the Q3 2025 Notes, the Company agreed to amend the Q2 2025 Notes to reduce the Q2 2025 Alternate Conversion Price. This resulted in an incremental fair value loss of $2.1 million, representing losses recognized in connection with the modification and exchange of the Q2 2025 Notes, which is included in extinguishment expense on the consolidated statement of operations.

Bridge Financing

In September 2025 through October 2025, the Company entered into short-term financing arrangements and received gross proceeds of approximately $2.4 million. The Company incurred origination fees of $125,000 and interest charges of $0.6 million related to these financings. Of the arrangements $1.4 million of principal was fully repaid as of December 31, 2025 with a remaining balance of $1.0 million as of December 31, 2025.

CSI Convertible Notes

In connection with the CSI Asset Purchase Agreement, the Company issued the CSI Convertible Notes in an aggregate principal amount of $15.0 million, each due on the second anniversary of the closing (the “CSI Maturity Date”). The Company agreed to pay interest to CSI on the aggregate unconverted and then outstanding principal amount of the First Convertible Note and Second Convertible Note at the rate of five percent (5%) per annum, and on the aggregate unconverted and then outstanding principal amount of the Initial Convertible Note at the rate of ten percent (10%) per annum. The Company agreed to pay interest accruing from the six-month anniversary of the closing on the First Convertible Note and from the nine-month anniversary of the closing on the Second Convertible Note on the unpaid balance of such principal amount no less frequently than quarterly per calendar quarter. The payment of the accrued interest shall occur on the last business day of each calendar quarter.

If the Initial Convertible Note has not been satisfied in full within three (3) months after the Closing Date, then at CSI’s option, it shall be convertible to shares of common stock, in increments of $0.5 million, at a price of $1.14 per share. The Company shall also repay the principal amount and all accrued interest under the Initial Convertible Note in full, without a penalty, within three (3) business days after the Company raises an additional amount of capital totaling at least $15.0 million.

The First Convertible Note can be converted, partially or entirely, into shares of common stock, any time after the six-month anniversary of the closing until the First Convertible Note is fully paid off. The Second Convertible Note can be converted, partially or entirely, into shares of common stock, any time after the nine-month anniversary of the closing until the Second Convertible Note is fully paid off. The First Convertible Note and Second Convertible Note use a conversion price equaling to the average VWAP during the thirty (30) consecutive trading days ending on the trading day that is immediately prior to the conversion date subject to a floor price of $1.40 per share and ceiling price of $2.50 per share (the “Conversion Price”). The entire outstanding principal and accrued interest shall automatically be converted into shares of common stock on the CSI Maturity Date at the Conversion Price.

The Company evaluated the CSI Convertible Notes under ASC 815, Derivatives and Hedging (“ASC 815”). ASC 815 requires an assessment of embedded terms and features to determine whether any embedded derivatives must be bifurcated from the host contract when their economic characteristics and risks are not clearly and closely related to those of the host instrument. Based on this evaluation, the Company concluded that none of the embedded features in the CSI Convertible Notes required bifurcation or separate derivative accounting. At issuance, the CSI Convertible Notes were measured at fair value, with an aggregate initial fair value of $9.7 million (see Note 3 – Fair Value Measurements).

In December 2025, the holders of the Initial Convertible Note fully converted the note balance to 4,569,822 shares of common stock.

As of December 31, 2025, the CSI Convertible Notes had a carrying value of $5.9 million, reflecting an unamortized discount of $4.1 million. During the year ended December 31, 2025, the Company recognized discount accretion expense of $1.2 million related to the CSI Convertible Notes.