YA II PN LTD - SPA - Under the Purchase Agreement, we may deliver advance notices requiring YA to purchase our ordinary shares from time to time over a three-year period. The purchase price for each Advance Share will be based on the prevailing market price of our ordinary shares during a specified pricing period, and for illustration in this prospectus is shown at $1.84 per share, the last reported sale price on Nasdaq on June 16, 2026. Each advance is capped by agreed daily and aggregate share and dollar limits, and is further restricted by a contractual beneficial-ownership cap that prevents YA from exceeding a specified percentage of our outstanding shares. Accordingly, the actual number of shares sold and the proceeds received will vary with the timing and size of our advance notices and the market price at those times.
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YA - SPA - Pursuant to the Purchase Agreement, we may deliver advance notices to YA and sell up to 2,975,616 Advance Shares to it from time to time, with the price per share based on the prevailing market price (illustratively shown as $1.94, the last reported sale price on May 8, 2026). YA also received 12,192 Commitment Shares and 12,192 Structuring Shares upon execution of the agreement as consideration for its commitment. The actual number of shares and proceeds on any given day will depend on the size and timing of each advance notice, subject to the overall share cap contained in the agreement.
