| | Item 4 of this Schedule 13D is hereby amended as follows:
On January 23, 2026, the closing (the "Initial Closing") occurred of a Loan and Security Agreement dated January 21, 2026 (the "Initial Loan Agreement") among the Company and certain lenders (including the Reporting Person). Upon the Initial Closing, the Reporting Person loaned $200,000 to the Company and, pursuant to the Initial Loan Agreement, committed to loaning $410,000 in a second funding, if requested by the Company, to be held on September 30, 2026 (a "Second Closing").
On May 29, 2026, the closing (the "Interim Closing") occurred of an Amended and Restated Loan and Security Agreement dated May 29, 2026 (the "Interim Loan Agreement") among the Company and certain lenders (including the Reporting Person). The Interim Loan Agreement amended and restated the Initial Loan Agreement. Upon the Interim Closing, the Reporting Person loaned $100,000 to the Company and, as amended pursuant to the Interim Loan Agreement, committed to loaning $100,000 in the Second Closing.
At the Initial Closing, the Company issued a Secured Promissory Note (the "Initial Note") to each of the lenders (including the Reporting Person), at the Interim Closing, the Company issued a Secured Promissory Note (the "Interim Note") to each of the lenders (including the Reporting Person), and upon a Second Closing, if any, the Company will issue an additional Secured Promissory Note (a "Second Note") to each of the lenders (including the Reporting Person). The terms of the Initial Notes initially provided that they would bear interest at an annual rate of 10%; however, as amended pursuant to the Interim Loan Agreement, the interest rate of the Initial Notes increased to an annual rate of 12% as a result of the Interim Closing. The Interim Notes bear interest at an annual rate of 12%. Upon a Second Closing, the Second Notes will bear interest at an annual rate of 12%.
The maturity date of the Initial Notes, Interim Notes, and any Second Notes is December 31, 2028 (the "Maturity Date").
Interest on the Initial Notes, Interim Notes, and, if any, the Second Notes (together, the "Notes") will be payable in Interest Warrants as described below, and not in cash. Interest on the Notes will be payable and issued at the Maturity Date (or earlier upon certain prepayments as described below). Interest on the Notes will accrue on a quarterly calendar basis with partial quarters being treated as full quarters for accrual purposes.
The Notes are interest only through December 31, 2026. The principal on the Notes is repayable in cash in equal quarterly installments on the last business day of each calendar quarter commencing March 31, 2027 and continuing to the Maturity Date.
The Company may, at its option on the last business day of a calendar quarter commencing December 31, 2026, voluntarily prepay the Notes in their entirety by paying the then outstanding principal balance and all accrued interest on the Notes, subject to a prepayment fee equal to 1.5% of the then outstanding principal balance if the Notes are prepaid on or after December 31, 2026 but before December 31, 2027, with no prepayment fee applicable to such prepayments on or after December 31, 2027. The prepayment fee, if any, is payable in Prepayment Restated Warrants as described below, and not in cash, that vest in the event of a voluntary prepayment.
In addition, prepayment of the Notes is mandated in the event of (A) an equity financing by the Company of at least $5 million, (B) certain changes in control of the Company as defined in the Interim Loan Agreement, or (C) a default by the Company. In the event of such an equity financing or change in control, the Company has agreed to repay the Notes in their entirety by paying the then outstanding principal balance and all accrued interest on the Notes, subject to a prepayment fee equal to 2.75% of the then outstanding principal balance if such event occurs before December 31, 2026 and 1.5% of the then outstanding principal balance if such event occurs on or after December 31, 2026 but before December 31, 2027, with no prepayment fee applicable if such event occurs on or after December 31, 2027. In the event of a default, the Company has agreed to repay the Notes in their entirety by paying the then outstanding principal balance and all accrued interest on the Notes, subject to a prepayment fee equal to 2.75% of the then outstanding principal balance. The prepayment fee, if any, is payable in Prepayment Restated Warrants as described below, and not in cash, that will vest in the event of a mandatory prepayment.
The Notes are secured by a lien upon and security interest in all of the Company's assets, including intellectual property.
The Interim Loan Agreement contains customary representations, warranties, and covenants.
The foregoing description of each of the Initial Loan Agreement and the Interim Loan Agreement does not purport to be complete and is qualified in its entirety by reference to the text of the Loan and Security Agreement, which is filed as Exhibit 1 hereto and is incorporated herein by reference, and the Amended and Restated Loan and Security Agreement, which is filed as Exhibit 2 hereto and is incorporated herein by reference.
At the Initial Closing and the Interim Closing, and pursuant to the Initial Loan Agreement and Interim Loan Agreement respectively, the Company issued to each lender (including the Reporting Person) warrants, some of which are subject to vesting provisions, to purchase shares of Common Stock and agreed to issue additional warrants to purchase shares of Common Stock as payment for accrued interest under the Notes.
The securities issued by the Company at the Initial Closing consisted of: (i) warrants representing a fee of 0.75% of each lender's commitment pursuant to the Initial Loan Agreement (the "Commitment Warrants"); (ii) warrants representing a fee of 1.00% of each lender's initial loan amount (the "Origination Warrants"); (iii) warrants representing 20% coverage of each lender's initial loan amount (the "Capital Warrants"); (iv) warrants representing a fee of 1.25% of each lender's loan commitment amount, if any, at a Second Closing, vesting on September 30, 2026 only upon the occurrence of a Second Closing (the "Origination Second Warrants"); (v) warrants representing 25% coverage of each lender's loan commitment amount, if any, at a Second Closing, vesting on September 30, 2026 only upon the occurrence of a Second Closing (the "Capital Second Warrants"); and (vi) warrants representing a fee, if any, vesting only in the event of a voluntary or mandatory prepayment as described above and at a percentage as described above of each lender's then outstanding principal balance (the "Prepayment Warrants"). The Commitment Warrants, Origination Warrants, and Capital Warrants were issued in the form of Initial Warrants. The Origination Second Warrants and Capital Second Warrants were issued in the form of Second Warrants.
The securities issued by the Company at the Interim Closing consisted of: (i) warrants representing a fee of 0.75% of each lender's commitment pursuant to the Interim Loan Agreement (the "Commitment Supplemental Warrants"); (ii) warrants representing a fee of 1.25% of each lender's initial loan amount (the "Origination Interim Warrants"); (iii) warrants representing 25% coverage of each lender's interim loan amount (the "Capital Interim Warrants"); (iv) warrants representing a fee of 1.25% of each lender's loan commitment amount, if any, at a Second Closing, vesting on September 30, 2026 only upon the occurrence of a Second Closing (the "Origination Restated Second Warrants"); (v) warrants representing 25% coverage of each lender's loan commitment amount, if any, at a Second Closing, vesting on September 30, 2026 only upon the occurrence of a Second Closing (the "Capital Restated Second Warrants"); and (vi) warrants representing a fee, if any, vesting only in the event of a voluntary or mandatory prepayment as described above and at a percentage as described above of each lender's then outstanding principal balance (the "Prepayment Restated Warrants"). The Commitment Supplemental Warrants, Origination Interim Warrants, and Capital Interim Warrants were issued in the form of Interim Warrants. Further, the number of Interim Warrants issued reflected an offset to account for an aggregate $50,000 decrease in the commitment amount of two of the Lenders since the Initial Closing. In addition, the Origination Restated Second Warrants and Capital Restated Second Warrants were issued in the form of Second Restated Warrants. Further, pursuant to the Interim Loan Agreement, the Second Warrants and Prepayment Warrants previously issued in the Initial Closing were cancelled in the Interim Closing, and amended and restated as Second Restated Warrants and Prepayment Restated Warrants.
In addition, warrants are issuable by the Company at the Maturity Date (or earlier upon voluntary or mandatory prepayment as described above) as payment for accrued interest on the Notes (the "Interest Warrants").
Except as described above, each of the warrants issued and issuable under the Initial Loan Agreement and the Interim Loan Agreement contains similar material terms. The exercise price of each of the warrants is $1.50 per share of Common Stock. The determination of the number of shares issuable upon exercise of each of the warrants is calculated based upon the same $1.50 exercise price. Each of the warrants contains provisions for anti-dilution and certain other adjustments, such as due to stock dividends, stock splits, and reverse stock splits. The expiration date of each warrant is January 23, 2030 (the "Expiration Date"), which is five years from closing date pursuant to the Initial Loan Agreement. Subject to the vesting provisions described above, each of the warrants is exercisable at any time, or from time to time up to and including the Expiration Date, by (a) making a cash payment equal to the exercise price multiplied by the quantity of shares, or (b) on a cashless basis by receiving a net number of shares calculated pursuant to the formula set forth in the warrant, provided that the shares issuable upon exercise are not registered for sale under the Securities Act of 1933, as amended.
Accordingly, upon the Initial Closing on January 23, 2026, the Reporting Person was issued (i) an Initial Warrant immediately exercisable for 30,050 shares, (ii) a Second Warrant exercisable, subject to vesting as described above, for 36,750 shares, and (iii) a Prepayment Warrant exercisable, subject to vesting as described above, for up to 7,516 shares.
Also accordingly, upon the Interim Closing on May 29, 2026, the Reporting Person was issued (i) an Interim Warrant immediately exercisable for 17,450 shares, (ii) a Second Restated Warrant exercisable, subject to vesting as described above, for 17,500 shares, and (iii) a Prepayment Restated Warrant exercisable, subject to vesting as described above, for up to 7,333 shares. The number of Interim Warrants reflects a net reduction of 50 shares to account for a $10,000 decrease in the commitment amount of Mr. Pittman since the Initial Closing. Further, upon the Interim Closing, the Company cancelled the Second Warrant, which had not vested, exercisable for 36,750 shares, and the Prepayment Warrant, which had not vested, exercisable for up to 7,516 shares, both as previously issued to Mr. Pittman in the Initial Closing.
In addition, an Interest Warrant exercisable for up to 59,333 shares is issuable to the Reporting Person at the Maturity Date (or earlier upon voluntary or mandatory prepayment as described above).
The foregoing description of the Commitment Warrants, Origination Warrants, and Capital Warrants (together, the "Initial Warrants") does not purport to be complete and is qualified in its entirety by reference to the text of the form of Initial Warrants, which is filed as Exhibit 3 hereto and is incorporated herein by reference. The foregoing description of the Commitment Supplemental Warrants, Origination Interim Warrants, and Capital Interim Warrants (together, the "Interim Warrants") does not purport to be complete and is qualified in its entirety by reference to the text of the form of Interim Warrants, which is filed as Exhibit 4 hereto and is incorporated herein by reference. The foregoing description of the Origination Second Warrants and Capital Second Warrants (together, the "Second Warrants") does not purport to be complete and is qualified in its entirety by reference to the text of the form of Second Warrants, which is filed as Exhibit 5 hereto and is incorporated herein by reference. The foregoing description of the Origination Restated Second Warrants and Capital Restated Second Warrants (together, the "Second Restated Warrants") does not purport to be complete and is qualified in its entirety by reference to the text of the form of Second Restated Warrants, which is filed as Exhibit 6 hereto and is incorporated herein by reference. The foregoing description of the Prepayment Warrants and Prepayment Restated Warrants does not purport to be complete and is qualified in its entirety by reference to the text of the form of Prepayment Warrants and form of Prepayment Restated Warrants, which are filed as Exhibits 7 and 8 respectively, hereto and are incorporated herein by reference. The foregoing description of Interest Warrants does not purport to be complete and is qualified in its entirety by reference to the text of the form of Interest Warrants, which is filed as Exhibit 9, hereto and is incorporated herein by reference.
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