Completion of Acquisition or Disposition of Assets · Unregistered Sales of Equity Securities · Regulation FD Disclosure
Item 3.02 Unregistered Sales of Equity Securities. The information set forth in Item 1.01 of this Current Report on Form 8-K regarding the shares of Common Stock to be issued pursuant to the Transaction is incorporated herein by reference.…
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Item 3.02Item 3.02 - Unregistered Sales of Equity
Item 3.02 Unregistered Sales of Equity Securities.
The information set forth in Item 1.01 of this Current Report on Form 8-K regarding the shares of Common Stock to be issued pursuant to the Transaction is incorporated herein by reference.
The shares of Common Stock to be issued in connection with the Transaction will be issued in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), as a transaction by an issuer not involving a public offering. Each Seller receiving shares of Common Stock has made or will make customary investment representations to the Company in the Purchase Agreement.
Item 7.01Item 7.01 - Regulation FD Disclosure
Item 7.01 Regulation FD Disclosure.
On September 30, 2026, the Company issued a press release and posted a shareholder letter to its website announcing the entry into the Purchase Agreement. A copy of the Company’s press release dated September 30, 2026, and a copy of
the shareholder letter dated September 30, 2026, are attached hereto as Exhibit 99.1 and Exhibit 99.2, respectively, and are incorporated herein by reference.
The information contained herein and the accompanying Exhibit 99.1 and Exhibit 99.2 are being furnished under “Item 7.01 Regulation FD Disclosure” and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section or Sections 11 and 12(a)(2) of the Securities Act, nor shall it be deemed incorporated by reference in any filing with the Securities and Exchange Commission made by the Company, whether made before or after the date hereof, regardless of any general incorporation language in such filing.