B. Riley Principal Capital - SPA - The company may sell Series B Preferred stock to B. Riley at $960 per share, a 4 % discount to the $1,000 stated value. Each preferred share converts into common at a variable price that, for the first $500,000 of stated value, equals 105 % of the lowest VWAP over the five trading days before conversion and, thereafter, 95 % of that five-day low, with a hard floor of $0.40 per share. The company can issue purchase notices in $100,000 increments (capped at $500,000 of preferred stock per week after an initial $2.3 million draw), and B. Riley may not buy shares that would push its ownership above 9.99 % of the common or above the 19.99 % Nasdaq Exchange Cap.
D
Form D - Notice of Exempt Offering of Securities - Item 06b
S-3
June 2025 SHELF | Float: 27,808,889 | Amount sold to date: $2,782,270
Proxies
TYPE
HEADLINE
FILED AT
DEFA14A
Form DEFA14A - Additional definitive proxy soliciting materials and Rule 14(a)(12) material
