| Summary of the Warrants |
Summary of the Warrants
| | |
Number of
shares | | |
Exercise
price | | |
Expiration
date |
| Public Warrants (1) | |
| 1,437,448 | | |
$ | 115.00 | | |
July 16, 2026 |
| Sponsor Warrants (1) | |
| 849,999 | | |
$ | | |
July 16, 2026 |
| May 2022 PIPE Warrants | |
| 405,405 | | |
$ | 3.50 | | |
October 10, 2028 |
| March 2023 PIPE Warrants | |
| 208,485 | | |
$ | 30.00 | | |
March 27, 2028 |
| March 2023 PIPE Warrants (3) | |
| 729,698 | | |
$ | 2.50 | | |
June 30, 2030 |
| March 2023 Loan Warrants (2) | |
| 75,000 | | |
$ | 1.69 | | |
March 17, 2028 |
| April 2023 Registered Direct Warrants | |
| 435,625 | | |
$ | 7.50 | | |
October 10, 2028 |
| April 2023 Registered Direct Warrants | |
| 487,451 | | |
$ | 3.50 | | |
October 10, 2028 |
| May 2023 PIPE Warrants (3) | |
| 562,015 | | |
$ | 2.50 | | |
June 30, 2030 |
| May 2023 PIPE Warrants | |
| 19,380 | | |
$ | 10.00 | | |
May 17, 2028 |
| June 2023 Warrants (2) | |
| 50,000 | | |
$ | 1.69 | | |
June 20, 2028 |
| June 2023 RWI Bridge Warrants (4) | |
| 300,000 | | |
$ | 2.84 | | |
June 20, 2028 |
| July 2023 Registered Direct Warrants | |
| 857,142 | | |
$ | 3.50 | | |
January 31, 2029 |
| Jan 2024 Bridge Warrants - Tranche #1 (4) | |
| 1,650,000 | | |
$ | 2.84 | | |
January 16, 2029 |
| Jan 2024 Bridge Warrants - Tranche #2 (4) | |
| 1,350,000 | | |
$ | 2.84 | | |
July 15, 2029 |
| March 2024 RWI Bridge Warrants (4) | |
| 300,000 | | |
$ | 2.84 | | |
June 20, 2028 |
| November 2024 Purchaser Warrants | |
| 263,156 | | |
$ | 1.60 | | |
November
25, 2029 |
| November 2024 Placement Agent Warrants | |
| 52,500 | | |
$ | 1.60 | | |
December
2, 2029 |
| Feb 2025 Binding Term Sheet Warrant | |
| 100,000 | | |
$ | 1.69 | | |
February 11, 2030 |
| July 2025 Binding Term Sheet Warrant (4) | |
| 500,000 | | |
$ | 2.84 | | |
July 24, 2030 |
| Faithstone Strategic Advisory Warrants | |
| 1,500,000 | | |
$ | 6.67 | | |
May 19, 2030 |
| July 2025 PIPE Warrants | |
| 1,230,769 | | |
$ | 1.50 | | |
July 14, 2030 |
| KTL Warrants | |
| 3,700,000 | | |
$ | 2.53 | | |
July 21, 2030 |
| October 2025 Consultant warrants – Tranche #1 (5) | |
| 1,500,000 | | |
$ | 2.50 | | |
October 9, 2030 |
| October 2025 Consultant warrants – Tranche #2 (5) | |
| 1,500,000 | | |
$ | 3.50 | | |
October 9, 2030 |
| October 2025 Consultant warrants – Tranche #3 (5) | |
| 1,500,000 | | |
$ | 4.50 | | |
October 9, 2030 |
| October 2025 Warrants | |
| 267,308 | | |
$ | 3.00 | | |
October 24, 2030 |
| October 2025 Placement Agent Warrants | |
| 85,539 | | |
$ | 3.00 | | |
October 24, 2030 |
Advisor Warrants | |
| 100,000 | | |
$ | 2.00 | | |
June 19, 2031 |
| December 2025 Waiver Warrants | |
| 50,000 | | |
$ | 2.50 | | |
December 16, 2030 |
| December 2025 First Tranche Warrants | |
| 2,448,917 | | |
$ | 2.00 | | |
December 19, 2030 |
| December 2025 Second Tranche Warrants | |
| 1,258,740 | | |
$ | 2.00 | | |
December 19, 2030 |
| | |
| 25,774,577 | | |
| | | |
|
| |
(1) |
The
number of Public Warrants and Sponsor Warrants outstanding was not adjusted for the reverse stock split. There are 14,374,478 Public
Warrants and 8,499,999 Sponsor Warrants outstanding. After the reverse stock split, the number of warrants outstanding remains the
same. However, each outstanding warrant is now exercisable for one-tenth of a share of Class A common stock, and the exercise price
per share was adjusted to $ as a result of the split. |
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|
|
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(2) |
In
connection with the execution of the Starr Forbearance Agreement on March 13, 2024, described above under Warrant Modification and
further in Note 10, the Company agreed to reprice 75,000 warrants with a previous exercise price of $7.10 and 50,000 warrants with
a previous exercise price of $8.10 held by C.V. Starr to a new exercise price of $5.90. The term of the warrants was unchanged. The
75,000 warrants and 50,000 warrants were both further repriced on February 12, 2025 from an exercise price of $5.90 per share to
$1.69 per share. |
| |
|
|
| |
(3) |
In
connection with the June 23, 2025, Securities Purchase Agreement described above, the Company agreed to reprice an aggregate 1,299,465
warrants from $10.00 to $2.50 and to extend the expiration from dates in May 2028 to June 30, 2030. |
| |
|
|
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(4) |
On
February 12, 2025, the Company entered into binding term sheets with (i) RWI and (ii) C.V. Starr & Co., Inc. in connection with
amendments to existing loan arrangements and extensions of forbearance agreements. Under the RWI agreement, on July 24, 2025, a new
five-year warrant to purchase 500,000 shares of Class A common stock at an exercise price equal to $2.84, or the “New RWI Exercise
Price” (as defined in the agreement), subject to a floor of $1.50 per share issued to RWI. In addition, the exercise price
of certain outstanding RWI warrants was repriced to $ based on a formula tied to the July 24, 2025 closing price, with similar
$1.50 per share floor and existing exercise price cap provisions. The RWI agreement is described further above under Warrant Modification
and further in Note 10. |
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|
|
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(5) |
See
Note 16 for more information relating to the October 2025 Consultant Warrants. |
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