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Preferred Stock
9 Months Ended
Sep. 30, 2025
Preferred Stock  
Preferred Stock

9. Preferred Stock

As at September 30, 2025 and December 31, 2024, preferred stock consisted of the following:

September 30, 2025

 

(unaudited)

 

 

 

 

 

 

 

 

 

 

 

 

 

Liquidation

 

(in thousands, except share and per share data)

 

Shares

 

 

Issued and

 

 

Carrying

 

 

Preference

 

Series

 

Designated

 

 

Outstanding

 

 

Value

 

 

per Share

 

A

 

 

5,524,926

 

 

 

 

 

$

 

 

 

$

 

 

B

 

 

11,000

 

 

 

 

 

 

 

 

 

 

 

 

B-1

 

 

63

 

 

 

 

 

 

 

 

 

 

 

 

B-2

 

 

10,165

 

 

 

 

 

 

 

 

 

 

 

 

C

 

 

1,011,000

 

 

 

 

 

 

 

 

 

 

 

 

D

 

 

977,300

 

 

 

 

 

 

 

 

 

 

 

 

E

 

 

10

 

 

 

 

 

 

 

 

 

 

 

 

F

 

 

10

 

 

 

 

 

 

 

 

 

 

 

 

G

 

 

137

 

 

 

 

 

 

 

 

 

 

 

 

H

 

 

105

 

 

 

 

 

 

 

 

 

 

 

 

I

 

 

118

 

 

 

 

 

 

 

 

 

 

 

 

J

 

 

179

 

 

 

 

 

 

 

 

 

 

 

 

L

 

 

121

 

 

 

121

 

 

 

 

 

 

 

 

 

M

 

 

260

 

 

 

260

 

 

 

 

 

 

 

 

 

N

 

 

951

 

 

 

951

 

 

 

 

 

 

 

 

 

Total

 

 

7,536,345

 

 

 

1,332

 

 

$

 

 

 

$

 

 

 

 

December 31, 2024

 

 

 

 

 

 

 

 

 

 

 

 

 

Liquidation

 

(in thousands, except share and per share data)

 

Shares

 

 

Issued and

 

 

Carrying

 

 

Preference

 

Series

 

Designated

 

 

Outstanding

 

 

Value

 

 

per Share

 

A

 

 

5,524,926

 

 

 

 

 

$

 

 

 

$

 

 

B

 

 

11,000

 

 

 

 

 

 

 

 

 

 

 

 

B-1

 

 

63

 

 

 

 

 

 

 

 

 

 

 

 

B-2

 

 

10,165

 

 

 

 

 

 

 

 

 

 

 

 

C

 

 

1,011,000

 

 

 

 

 

 

 

 

 

 

 

 

D

 

 

977,300

 

 

 

 

 

 

 

 

 

 

 

 

E

 

 

10

 

 

 

 

 

 

 

 

 

 

 

 

F

 

 

10

 

 

 

 

 

 

 

 

 

 

 

 

G

 

 

137

 

 

 

 

 

 

 

 

 

 

 

 

H

 

 

105

 

 

 

 

 

 

 

 

 

 

 

 

I

 

 

118

 

 

 

 

 

 

 

 

 

 

 

 

J

 

 

179

 

 

 

99

 

 

 

 

 

 

 

 

 

Total

 

 

7,535,013

 

 

 

99

 

 

$

 

 

 

$

 

 

The Company is authorized to issue a total of 10,000,000 shares of its preferred stock as of September 30, 2025, and December 31, 2024, with a total of 7,536,345 shares and 7,535,013 shares designated to specific Series as of September 30, 2025, and December 31, 2024, respectively.

Series G Preferred Stock

On May 8, 2023, the Company entered into a securities purchase agreement with certain investors, pursuant to which the Company agreed to issue to such investors (i) 137 shares of Series G Convertible Preferred Stock, par value $0.0001 per share, of the Company (“Series G Preferred Stock”) and (ii) warrants to purchase up to 4,567 shares of the Company’s common stock, at an exercise price of $720 per share (the “PIPE Warrants”), for an aggregate purchase price of approximately $1.9 million (the “Private Placement”).

On February 29, 2024, the PIPE investors converted 122 shares of Series G preferred stock into 2,033 shares of common stock subject to a six-month lock-up.

Series H Preferred Stock

On June 28, 2023, the Company entered into privately negotiated exchange agreements with Uptown and Streeterville, under which the Company issued 32 and 73 shares of the Company’s newly authorized Series H Convertible Preferred Stock (the “Series H Preferred Stock”) to Uptown and Streeterville, respectively, at an effective exchange price per share equal to the market price as of the date of the exchange agreements, in exchange for a $757,000 reduction in the outstanding balance of the December 2020 Royalty Interest and a $1.7 million reduction in the outstanding balance of the August 2022 Royalty Interest, respectively.

Series I Preferred Stock

On September 29, 2023, the Company entered into a privately negotiated exchange agreement with Uptown, pursuant to which the Company issued an aggregate of 118 shares of the Company’s newly authorized Series I Preferred Stock to Uptown at an effective exchange price per share equal to the market price as of the date of the Exchange Agreement, in exchange for a $1.5 million reduction in the outstanding balance of the December 2020 Royalty Interest.

On January 15, 2024, Uptown converted 56 shares of Series I Preferred Stock into 1,798 shares of common stock.

Series K Preferred Stock

On February 26, 2025, the Company entered into a Rights Agreement with Equiniti Trust Company, LLC, as Rights Agent. Under the agreement, each outstanding share of Common Stock and Non-Voting Common Stock as of March 10, 2025 was granted one Class A Right or Class B Right, respectively.

At issuance, the Share Rights are not exercisable. They become exercisable only upon the occurrence of certain triggering events. Prior to these triggering events, the Board may redeem the Rights. Unless earlier redeemed, exchanged, or exercised, the Rights expire on February 26, 2026.

Series L Preferred Stock

On May 14, 2025, the Company entered into privately negotiated exchange agreements with Iliad and Streeterville, under which the Company issued 22 and 99.3822 shares of the Company’s newly authorized Series L Preferred Stock to Iliad and Streeterville, respectively, in exchange for a $550,000 reduction in the outstanding balance of the October 2020 Royalty Interest, and for all of the outstanding 99.3822 shares of Series J Preferred Stock held by Streeterville, respectively.

Series M Preferred Stock

On June 27, 2025, the Company entered into a privately negotiated exchange agreements (the “Iliad Series M Exchange Agreement” and the “Streeterville Series M Exchange Agreement”) with Iliad and Streeterville, pursuant to which Company issued 170 shares and 90 shares of the Company’s newly authorized Series M Preferred Stock to Iliad and Streeterville, respectively, in exchange for a $4,250,000 reduction in the outstanding balance of the October 2020 Royalty Interest and a $2,250,000 reduction in the outstanding balance of the August 2022 Royalty Interest, respectively.

Series N Preferred Stock

On September 9, 2025, the Company entered into PIPE Purchase Agreements with the Purchasers, pursuant to which the Company issued 951 of the newly authorized Series N Perpetual Preferred Stock for an aggregate purchase price of $2.4 million.