BED BATH & BEYOND, INC.

Current report

If our stockholders do not approve the proposal to increase the number of authorized shares of our common stock, our future capital‑raising and strategic flexibility could be materially limited.

Current report

At the Company’s 2026 Annual Stockholder Meeting, stockholders are being asked to vote on a proposal to amend our certificate of incorporation to increase the number of authorized shares of our common stock (the “Share Increase Amendment”). Failure to obtain stockholder approval of the Share Increase Amendment could adversely affect our ability to issue shares in the future for other purposes, for example to raise capital through equity financings, satisfy obligations under equity compensation arrangements, issue equity incentive awards for long-term retention, pursue strategic acquisitions or partnerships, or support our growth strategy. Any such limitations could require us to seek alternative financing arrangements, delay or reduce strategic initiatives, forego opportunities that require the issuance of equity, or rely more heavily on our cash from operations, any one of which could adversely affect our business, financial condition, and results of operations. Additionally, if the Share Increase Amendment is not approved by our stockholders, the interest rate on the Convertible Notes (as defined below) will increase (see “—Risks Related to the TCS Merger—If we do not obtain the requisite stockholder approvals required under the indenture that will govern the Convertible Notes, the interest rate on the Convertible Notes will increase, which could materially increase our interest expense, adversely affect our liquidity, and reduce our financial flexibility.”).

Current report

Risks Related to the TCS Merger

Current report

The TCS Merger may not be completed and the TCS Merger Agreement may be terminated in accordance with its terms.

Current report

The Agreement and Plan of Merger (the “TCS Merger Agreement”) by and among The Container Store Holdings, LLC (“TCS”), the Company, and Falcon Merger Sub, LLC (“Merger Sub”) is subject to a number of conditions that must be satisfied or waived (to the extent permitted) prior to the completion of our proposed merger with TCS (the “TCS Merger”), including (i) the absence of laws or orders restraining the consummation of the TCS Merger, (ii) either (A) receipt of the required TCS term loan lender approvals contemplated by the TCS Merger Agreement (the “TCS Lender Transaction Approval”) or (B) (x) the occurrence of a foreclosure and related restructuring in accordance with the strict foreclosure agreement contemplated by the TCS Merger Agreement and (y) the delivery of written consent from more than 50% of the holders of Class A Units of TCS following foreclosure and related restructuring (the “Post-Foreclosure Securityholder Written Consent”), (iii) TCS’s receipt of authorized new loans in an aggregate principal amount of no less than $55.0 million, which such new loans shall be repaid in full at the closing of the TCS Merger via the issuance of convertible notes (the “Convertible Notes”), (iv) the satisfaction of certain conditions set forth in TCS’s asset-based revolving credit agreement, including, among other things, approving or consenting to the TCS Merger, (v) the Company’s receipt of a copy of TCS’s 2026 audited financial statements and, if the closing of the TCS Merger has not occurred on or prior to August 15, 2026, receipt of the unaudited quarterly financial statements of TCS for the fiscal quarter ended June 30, 2026 and (vi) the representations and warranties of TCS, Merger Sub and the Company being true and correct, subject to the materiality standards contained in the TCS Merger Agreement, and TCS, Merger Sub and the Company having complied with their respective obligations under the TCS Merger Agreement. These conditions to the completion of the TCS Merger, some of which are beyond the control of the Company and TCS, may not be satisfied or waived in a timely manner or at all, and, accordingly, the TCS Merger may be delayed or not completed.

Current report

Additionally, either the Company or TCS may terminate the TCS Merger Agreement under certain circumstances, including, among other reasons, if the other party breaches its representations, warranties, or covenants under the TCS Merger Agreement in a way that would result in a failure of its condition to closing being satisfied (subject to certain procedures and cure periods), if there exists any law or order restraining the consummation of the TCS Merger, or if the TCS Merger has not closed by July 31, 2026, or, if the only condition that has not been satisfied or waived at such time is TCS’s requirement to deliver certain financial statements, September 30, 2026.

Current report

The termination of the TCS Merger Agreement could negatively impact our business and the trading prices of our common stock.

Current report

If the TCS Merger is not completed, the ongoing business of the Company may be adversely affected and, without realizing any of the expected benefits of having completed the TCS Merger, we would be subject to a number of risks, including the following:

Current report

•failure to complete the proposed TCS Merger may result in negative publicity and a negative impression of us in the investment community;

Current report

•we may experience negative reactions from our customers, employees, and other counterparties;

Current report

•we will be required to pay our costs relating to the TCS Merger, such as financial advisory, legal, financing and accounting costs and associated fees and expenses, whether or not the TCS Merger is completed; and

Current report

•matters relating to the TCS Merger (including integration planning) will require substantial commitments of time and resources by management, which could otherwise have been devoted to day-to-day operations or to other opportunities that may have been beneficial to us.

Current report

Our current stockholders will have a reduced ownership and voting interest in us after the TCS Merger compared to their current ownership and will exercise less influence over management.

Current report

Based on the number of issued and outstanding shares of common stock as of March 31, 2026, it is expected that TCS’s equity holders and creditors entitled to receive merger consideration will collectively own up to approximately 22%, of our outstanding shares of common stock after giving effect to the TCS Merger and assuming the conversion of all Convertible Notes. As a result of the TCS Merger, assuming consummated, our current stockholders will own a smaller percentage of the combined company than they currently own, and as a result will have less influence on our management and policies of the combined company than they now have on our management and policies, as the case may be.

Current report

Under the TCS Merger Agreement, the merger consideration includes a combination of the Convertible Notes and shares of common stock. The number of shares of common stock that may be issued at closing is subject to a cap equal to the lesser of (i) 19.99% of the combined voting power or number of shares of common stock outstanding immediately prior to entry into the TCS Merger Agreement and (ii) the number of authorized and unissued shares of common stock not otherwise reserved as of the closing date. To the extent the required stock consideration would exceed that threshold, the amount of such excess generally would instead be satisfied through the issuance of convertible notes. As a result, the ultimate mix of equity and debt securities issued in the TCS Merger may differ materially from current expectations and/or could require the Company to pay interest on an increased principal amount of convertible notes, which could affect investor perception of the transaction, create uncertainty regarding dilution and leverage, and adversely affect the market price of our common stock.

Current report

Obtaining required approvals and satisfying closing conditions may prevent or delay completion of the TCS Merger.

Current report

The TCS Merger is subject to a number of conditions to closing as specified in the TCS Merger Agreement. These closing conditions include, among others, the absence of laws or orders restraining the consummation of the TCS Merger, either the TCS Lender Transaction Approval or the occurrence of a foreclosure and written consent from more than 50% of holders of Class A units of TCS following foreclosure, TCS’s receipt of authorized new loans in an aggregate principal amount of no less than $55.0 million, the satisfaction of certain conditions set forth in TCS’s asset-based revolving credit agreement, including, among other things, approving the TCS Merger, the Company’s receipt of a copy of TCS’s 2026 audited financial statements, and representations of the parties being true and correct, subject to the materiality standards contained in the TCS Merger Agreement, and the parties having complied in all material respects with their respective obligations under the TCS Merger Agreement. No assurance can be given that these approvals, financings, consents and other required conditions to closing will be obtained or satisfied, and, if they are obtained or satisfied, no assurance can be given as to their timing or the terms on which they are obtained. Any delay in completing the TCS Merger could cause the combined company not to realize, or to be delayed in realizing, some or all of the benefits that we expect to achieve if the TCS Merger is successfully completed within the expected time frame.

Current report

Failure to attract, motivate and retain executives and other key employees could diminish the anticipated benefits of the TCS Merger.

Current report

The success of the TCS Merger will depend in part on the combined company’s ability to retain the talents and dedication of the professionals currently employed by us and TCS. It is possible that these employees may decide not to remain with us or TCS, as applicable, while the TCS Merger is pending, or with the combined company if the merger is consummated. If key employees terminate their employment, or if an insufficient number of employees are retained to maintain effective operations, the combined company’s business activities may be adversely affected and management’s attention may be diverted from successfully integrating us and TCS to hiring suitable replacements, all of which may cause the combined company’s business to suffer. In addition, we and TCS may not be able to locate suitable replacements for any key employees who leave either company or offer employment to potential replacements on reasonable terms. In addition, there could be disruptions to or distractions for the workforce and management, including disruptions associated with integrating employees into the combined company. No assurance can be given that the combined company will be able to attract or retain key employees of ours and TCS to the same extent that those companies have been able to attract or retain their own employees in the past.

Current report

The TCS Merger, and uncertainty regarding the TCS Merger, may cause customers, strategic partners and others to delay or defer decisions concerning us or TCS and adversely affect each company’s ability to effectively manage its respective business.

Current report

The TCS Merger will occur only if the stated conditions are met, including the receipt of required approvals, and consents among other conditions. Many of these conditions are beyond our control and TCS’s control, and both parties also have certain rights to terminate the TCS Merger Agreement under certain circumstances.

Current report

Accordingly, there may be uncertainty regarding the completion of the TCS Merger. This uncertainty may cause customers, strategic partners or others that deal with us or TCS to delay or defer entering into contracts with us or making other decisions concerning us or seek to change or cancel existing business relationships with us, which could negatively affect the business of either company. Any delay or deferral of those decisions or changes in existing agreements could have an adverse impact on our business, regardless of whether the TCS Merger is ultimately completed.

Current report

Whether or not the TCS Merger is completed, the announcement and pendency of the TCS Merger could cause disruptions in our business, which could have an adverse effect on our business and financial results.

Current report

Whether or not the TCS Merger is completed, the announcement and pendency of the TCS Merger could cause disruptions in our business, including by diverting the attention of our management away from day-to-day business operations and toward the completion of the TCS Merger. In addition, we have diverted significant management resources in an effort to complete the TCS Merger. If the TCS Merger is not completed, we will have incurred significant costs, including the diversion of management resources, for which we will have received little or no benefit. These disruptions could adversely affect our business and financial results.

Current report

The consummation of the TCS Merger is dependent upon financing-related arrangements that may not be completed as expected.

Current report

Pursuant to the TCS Merger Agreement, TCS is required to receive authorized new loans in an aggregate principal amount of $55.0 million, and on the closing date, contingent upon the occurrence of the closing, we are required to issue and deliver the Convertible Notes in an aggregate principal amount equal to the aggregate obligations arising under or in connection with such new loans, subject to the adjustments contemplated by the TCS Merger Agreement. In addition, the TCS Merger Agreement contemplates other financing-related arrangements, including specified loan and note mechanics tied to the consummation of the TCS Merger. There can be no assurance that these financing arrangements will be completed on the expected timeline, on acceptable terms, or at all, and failure to do so could delay the consummation of the TCS Merger, increase costs, or otherwise adversely affect us, TCS, or the combined company.

Current report

The TCS Merger will involve substantial costs.

Current report

We and TCS have incurred and expect to incur non-recurring costs associated with combining the operations of the two companies, as well as transaction fees and other costs related to the TCS Merger. These costs and expenses include fees paid to financial, legal, accounting and other advisors, and other related charges. Some of these costs are payable by us regardless of whether the TCS Merger is completed.

Current report

The combined company will also incur restructuring and integration costs in connection with the TCS Merger. The costs related to restructuring will be expensed as a cost of the ongoing results of operations of the combined company. There are processes, policies, procedures, operations, technologies and systems that must be integrated in connection with the TCS Merger and the integration of TCS’s business with our business. We expect that the elimination of duplicative costs, strategic benefits, and additional income, as well as the realization of other efficiencies related to the integration of the businesses, may offset incremental transaction, TCS Merger-related and restructuring costs over time. However, any net benefit may not be achieved in the near term or at all. Many of these costs will be borne by us even if the TCS Merger is not completed. While we have assumed that certain expenses would be incurred in connection with the TCS Merger and the other transactions contemplated by the TCS Merger Agreement, there are many factors beyond our control that could affect the total amount or the timing of the integration and implementation expenses.

Current report

Lawsuits may in the future be filed against us or TCS, or against our directors or TCS’s principals, challenging the TCS Merger, and an adverse ruling in any such lawsuit may prevent the TCS Merger from becoming effective or from becoming effective within the expected time frame.

Current report

Transactions such as the proposed TCS Merger are frequently subject to litigation or other legal proceedings, including actions alleging that our board of directors or the TCS principals breached their respective fiduciary duties to their stockholders or equityholders by entering into the TCS Merger Agreement, by failing to obtain a greater value in the transaction or otherwise. Neither we nor TCS can provide assurance that such litigation or other legal proceedings will not be brought. If litigation or other legal proceedings are in fact brought against us or TCS, or against our board of directors or the TCS principals, we and they will defend against them, but might not be successful in doing so. An adverse outcome in such matters, as well as the costs and efforts of a defense even if successful, could have a material adverse effect on our business, results of operations or financial position or that of the combined company, including through the possible diversion of either company’s resources or distraction of key personnel.

Current report

Furthermore, one of the conditions to the completion of the TCS Merger is that no law or order restraining, enjoining, making illegal, or otherwise prohibiting the consummation of the TCS Merger be in effect. As such, if any plaintiff or governmental authority is successful in obtaining such relief, that relief may prevent the TCS Merger from becoming effective or from becoming effective within the expected time frame.

Current report

If we do not obtain the requisite stockholder approvals required under the indenture that will govern the Convertible Notes, the interest rate on the Convertible Notes will increase, which could materially increase our interest expense, adversely affect our liquidity, and reduce our financial flexibility.

Current report

Under the indenture that will govern the Convertible Notes, if we do not obtain the stockholder approval required under the New York Stock Exchange rules to permit us to issue more than 19.99% of our outstanding common stock in satisfaction of conversion obligations, the interest rate on the Convertible Notes will increase. The Convertible Notes will initially bear interest at a rate of 5.00% per year. The Indenture will provide that if we have not obtained such stockholder approval on or before the three-month anniversary of the closing of the TCS Merger, the interest payable on the Convertible Notes will increase to 10.00% per year until such stockholder approval is obtained and if the Company has not obtained such stockholder approval on or before the six-month anniversary of the Closing, the interest payable on the Buyer Convertible Notes will increase to 12.00% per year until such stockholder approval is obtained. Accordingly, if stockholder approval is delayed or never obtained, we could remain subject to an elevated interest rate for a prolonged period, which could materially adversely affect our results of operations, cash flows and financial flexibility.

Current report

Future sales or other distributions of our stock may depress our stock price or subject us to limitations on our ability to use our net operating loss and tax credit carryforwards.

Current report

Sales or other distributions of a substantial number of shares of our common stock, in the public market or otherwise, by us or by a significant stockholder, have in the past and could in the future, depress the trading price of our common stock and impair our ability to raise capital through the sale of additional equity securities.

Current report

In addition, we have in the past and may in the future issue additional shares of our common or preferred stock from time to time in amounts that may be significant. We have sold common stock including under our "at the market" sales agreement and in follow-on underwritten offerings in the past and may do so in the future. We also previously issued a class of preferred stock that was publicly traded and may in the future issue preferred stock that is publicly traded. The sale of substantial amounts of our common or any preferred stock, by us or a significant stockholder, or the perception that these sales may occur, could adversely affect the trading prices of our securities.

Current report

Under Section 382 and Section 383 of the Internal Revenue Code of 1986, as amended, if a corporation undergoes an “ownership change,” the corporation may be limited in its ability to use its pre-ownership change net operating loss carryforwards and certain other tax attributes to offset its post-ownership change taxable income or otherwise reduce its income tax liabilities. In general, an “ownership change” will occur if the ownership of our stock by certain stockholders or groups of stockholders changes by more than 50% over a rolling three-year period. Similar rules may apply under state tax laws. Changes in the ownership of our stock, including as a result of issuances of stock in connection with the proposed TCS Merger, our merger with TBHC and other transactions (some of which may be beyond our control), may result in an ownership change, which could result in increased future income tax liability to us.

Current report

Risks Related to the Combined Company with TCS

Current report

We and TCS have each incurred significant losses in recent years, and we cannot be certain when or if our operations will generate sufficient cash to fully fund our ongoing operations or the growth of the combined company.

Previous report

Tariffs, bans, or other measures or events that increase the effective price of products or limit our ability to access products we or our suppliers, fulfillment partners, or other third parties that import or export could have a material adverse effect on our business.

Previous report

We and many of our suppliers and fulfillment partners source a large percentage of the products we offer on our Website from China and other countries. Restrictions on international trade, including increased tariffs or other trade barriers are expected to increase the prices of imported products sold on our Website or limit our ability to access products sold on our Website. These factors in turn could reduce consumer demand and impact sales volume. Increased prices and/or supply chain challenges and the unpredictability of applicable trade barriers, including their scope and duration, have had an adverse effect and could in the future have a material adverse effect on our financial results, business and prospects, including due to their impact on general macroeconomic conditions.

Previous report

Our changing business model and use of the Bed Bath & Beyond brand, Overstock brand, buybuy BABY brand, Kirkland's and Kirkland's Home brand, Beyond brand, and other brands of ours, could negatively impact our business.

Previous report

Our business has undergone a number of changes in the recent past, including our company name changing from Overstock.com, Inc. to Beyond, Inc. to Bed Bath & Beyond, Inc., our purchase of the Bed Bath & Beyond and Zulily brands, changing our company ticker symbol from OSTK to BYON to BBBY, and transferring the listing of our common stock from the Nasdaq Stock Market LLC to the New York Stock Exchange. These changes, along with others, may cause negative impacts to our business, including customer and stockholder confusion about our brands, the need for higher promotional discounting or marketing costs to acquire and maintain customers, diversion of the attention of management or key personnel, employee fatigue resulting from implementation efforts, disruptions to existing business relationships, and other unforeseen costs, expenses, losses, disruptions, delays, or negative impacts that could have a material adverse effect on our financial results, business and prospects.

Previous report

We rely upon paid and natural search engines to rank our product offerings, and our financial results may suffer if we are unable to maintain our prior rankings in natural searches.

Previous report

We rely on paid and natural search engines to attract consumer interest in our product offerings, including Google, Bing, and Yahoo!. Changes to their ranking algorithms and competition from other retailers to attract consumer interest may adversely affect our product offerings in paid and/or natural searches. Search engine companies change their natural search engine algorithms periodically and online retailers compete to rank well with these search engine companies. Our ranking in natural searches may be adversely affected by those changes, as has occurred from time to time, which has led us to pursue revenue growth in other more expensive marketing channels. Google's search engine is dominant in our business and has historically been a significant source of traffic to our website. Search engine companies may also determine that we are not in compliance with their guidelines from time to time, as has occurred in the past, and they may penalize us in their search algorithms as a result. In recent years, we have experienced declines in our rankings in Google's natural search engine, which has required us to utilize more expensive marketing channels or otherwise compensate for the loss of some of the natural search traffic. Any future declines in our rankings in Google's natural search engine could have a material adverse effect on our business. Additionally, in recent years, a shift in user search behavior has started, with an increasing number of individuals transitioning from traditional search engines like Google to AI platform answer engines such as ChatGPT, Grok, and Copilot for certain types of queries. This transition stems from the way AI tools can effectively address certain questions that users once turned to search engines to answer. This evolution in how people are seeking information, even if often complementing, rather than replacing, the kinds of user intent queries we typically focus on, could have a material adverse effect on our business.

Previous report

Risks Relating to the Warrants

Previous report

The price of the Warrants may decline rapidly and significantly following their distribution.

Previous report

If there is little or no market demand for the Warrants once trading begins, the trading price of the Warrants will likely decline following their distribution. Warrants are being distributed all at once, which could lead to demand and supply imbalances and cause the trading price of the Warrants to decline rapidly and significantly.

Previous report

An active public market for the Warrants may not be sustained, which would adversely affect the liquidity and market price of the Warrants.

Previous report

Prior to the Warrant Distribution, there was no existing trading market for the Warrants. The Warrants are subject to trading dynamics over which we have no control. An active and orderly trading market for the Warrants may not be sustained. The trading market for the Warrants may lack adequate size, liquidity or price transparency or may have an unusually high bid-ask spread. You may be unable to sell your Warrants at a price that is favorable to you.

Previous report

The trading price for the Warrants may bear little or no relationship to traditional valuation methods, or to the market price of our common stock, and therefore the trading price of the Warrants may fluctuate significantly following their issuance.

Previous report

The trading price of the Warrants may have little or no relationship to, and may be significantly lower, or at times higher, than the price that would otherwise be established using traditional indicators of value, such as our future prospects and those of our industry in general; future potential revenues, earnings, cash flows, and other financial and operating information, or multiples thereof; market prices of securities and other financial and operating information of companies engaged in business activities that are similar to ours; and the views of research analysts. Potential investors should not buy Warrants in the open market unless they are willing to take the risk that the trading price of the Warrants could fluctuate and decline significantly.

Previous report

Hedging arrangements relating to the Warrants may affect the value and volatility of our common stock.

Previous report

In order to hedge their financial positions, Warrant holders may choose to enter into hedging transactions with respect to our common stock, may unwind or adjust hedging transactions and may purchase or sell large blocks of our common stock in one or more market transactions. The effect, if any, of these activities on the trading price of our common stock will depend in part on market conditions and cannot be known in advance, but any of these activities could adversely affect the value and price volatility of our common stock.

Previous report

Exercising the Warrants is a risky investment and those who exercise their Warrants may not be able to recover the value of their investment in the common stock received upon such exercise. Warrant holders could sustain a total loss of the exercise price of any Warrants that they exercise.

Previous report

In order to recover the value of the investment in the shares of common stock received upon exercise of a Warrant at the exercise price, the value of such shares of common stock must be more than the exercise price of the Warrants. If the value of the shares of common stock a Warrant holder receives upon exercise of a Warrant is lower than the amount paid to the exercise the Warrant, the holder could experience a total loss of investment in exercising the Warrants.

Previous report

A Warrant holder may lose some or all of their financial investment after exercising a Warrant.

Previous report

A Warrant holder may incur a financial or other loss upon, or subsequent to, the exercise of a Warrant due to a drop in our stock price, or by a failure to timely deliver Warrant shares as of any particular date after exercise, or for other reasons. If the market value of our common stock price declines, a Warrant holder may be unable to resell shares at or above the price at which they were acquired through the exercise of Warrants. There can be no assurance that the price of our common stock will not fluctuate or decline significantly below the Warrant exercise price in the future, in which case a Warrant holder could incur substantial losses.

Previous report

The trading price of the shares of our common stock and Warrants could be highly volatile, and purchasers of our common stock or Warrants could incur substantial losses.

Previous report

During calendar year 2025 to-date, the closing sale price of shares of our common stock on NYSE has been reported as low as $3.68 per share and as high as $12.11 per share. This volatility may affect the price at which a Warrant holder could sell the shares of our common stock or Warrants, and the sale of substantial amounts of our common stock or Warrants could adversely affect the price of our common stock or Warrants. The trading prices of our common stock and Warrants are likely to continue to be volatile and subject to significant price and volume fluctuations in response to market and other factors, including those described in the sections captioned “Risk Factors” herein and in our Annual Report on Form 10-K for the year ended December 31, 2024, filed with the SEC on February 25, 2025. Additionally, broad market and industry factors may negatively affect the market price of our common stock and Warrants, regardless of our actual operating performance.

Previous report

As a result, Warrant holders may not be able to sell shares of common stock or Warrants at or above the price at which they purchase them.

Previous report

Speculation in our publicly-traded common stock or Warrants may result in extreme price volatility.

Previous report

Our stockholders or Warrant holders or outside investors may speculate on the direction of movements in the price of our common stock or Warrants. Speculation in the price of our common stock or Warrants may involve long and short exposures. Sudden changes in demand or supply for our common stock or Warrants due to speculation or other reasons may create trading anomalies that add volatility to the trading price of these securities. The volatility or direction of our stock price or Warrant price may be unrelated or disproportionate to our operating results, which could cause significant losses to Warrant holders’ investments.

Previous report

The settlement process for shares of common stock issuable upon exercise of Warrants is outside of our control and may cause Warrant holders to lose the value of their investment.

Previous report

The settlement process with respect to exercised Warrants refers to the time between exercise of a Warrant and when the issued common stock is delivered to Warrant holders’ account, and Warrant holders become the holder of record of such common stock. The settlement process is conducted by outside parties and broker-dealers and is therefore outside of our control.

Previous report

Under Rule 15c6-1 of the Securities Exchange Act of 1934, the standard settlement cycle for most broker-dealer transactions is one business day, unless the parties to any such trade expressly agree otherwise. We understand that under existing financial industry practices, delivery of the shares of common stock upon exercise of Warrants will likely not occur within one business day, and delivery may take several business days. Warrant holders could experience a significant loss of investment in exercising Warrants if the settlement process takes longer than anticipated or fails to settle.

Previous report

We could issue a maximum of up to 6,884,341 shares of common stock in connection with the Warrant Distribution, which would be an approximately 10.0% increase from our current number of shares outstanding. The issuance of such additional shares of common stock upon exercise of the Warrants, and the resale of such shares on the open market after their issuance, or the perception that such sales could occur, could result in significant downward pressure on our stock price.

Previous report

Warrant holders are not entitled to any of the rights of holders of our common stock.

Previous report

Warrant holders are not entitled to any rights with respect to our common stock, including, without limitation, voting rights and rights to receive any dividends or other distributions on our common stock.

Previous report

Warrant holders will have rights with respect to our common stock only if they receive our common stock upon exercising Warrants for cash and only as of the date when they become a record owner of the shares of our common stock upon such exercise. For example, if an amendment is proposed to our charter or bylaws requiring stockholder approval and the record date for determining the stockholders of record entitled to vote on the amendment occurs prior to the date a Warrant holder is deemed to be the owner of the shares of our common stock due upon exercise of their Warrants, the Warrant holder will not be entitled to vote on the amendment, although they will nevertheless be subject to any changes in the powers, preferences or special rights of our common stock.

Previous report

Because we do not currently intend to pay cash dividends on our common stock, stockholders will benefit from an investment in our common stock primarily if it appreciates in value.

Previous report

We do not currently anticipate paying any cash dividends on shares of our common stock. Any determination to pay dividends in the future would be made by our Board of Directors and would depend upon results of operations, financial conditions, contractual restrictions, restrictions imposed by applicable law, and other factors our Board of Directors would deem relevant. Accordingly, realization of a gain on stockholders’ investments will primarily depend on the appreciation of the price of our common stock.

Previous report

Our management will have broad discretion in the use of any net proceeds from the exercise of Warrants and may allocate any net proceeds from the exercise of Warrants in ways that Warrant holders and other stockholders may not approve.

Previous report

Our management will have broad discretion in the application of the net proceeds, if any, from the exercise of Warrants, including for any of the purposes described in the section entitled “Use of Proceeds” in our Registration Statement on Form S-3 (File No. 333-290763) filed with the SEC on October 8, 2025 (the “Warrant Registration Statement”), and could spend the net proceeds in ways with which you may not agree. Accordingly, stockholders will be relying on the judgment of our management with regard to the use of the net proceeds, and will not have the opportunity to assess whether the net proceeds are being used appropriately. It is possible that the net proceeds will be invested or otherwise used in a way that does not yield a favorable, or any, return for us, or that does not improve our operating results or enhance the value of our common stock or other securities. Because of the number and variability of factors that will determine our use of any net proceeds from the exercise of Warrants, the ultimate use of such net proceeds may vary substantially from their currently intended use. The failure of our management to use these net proceeds, if any, effectively could harm our business.

Previous report

The Warrants do not automatically exercise, and any Warrants that Warrant holders do not exercise prior to the Expiration Date will lose all financial value.

Previous report

The Warrants do not automatically exercise, even if our common stock price remains at or above the exercise price of the Warrants. Warrant holders are entitled to exercise the full number of Warrants registered in their name or any portion thereof. Any Warrant that Warrant holders do not exercise for cash prior to the Expiration Date will expire unexercised and Warrant holders will not receive any shares of our common stock. If the Early Expiration Price Condition occurs, the Expiration Date of the Warrants could be accelerated significantly. The Warrants will have no financial value after the Expiration Date.

Previous report

Future sales or other dilution of our equity may adversely affect the market price of our common stock.

Previous report

The Warrant Agreement, dated as of October 7, 2025, between the Company, Computershare, Inc., a Delaware corporation, and its affiliate, Computershare Trust Company, N.A., as Warrant Agent (the "Warrant Agreement") does not restrict us from issuing additional shares of common stock to the public or under our employee and director compensation plans. We regularly evaluate opportunities to access capital markets, taking into account our capital needs, financial condition, strategic plans and other relevant considerations. The issuance of additional shares of common stock or common equivalent securities in future equity offerings will dilute the ownership interest of our existing common stockholders and may depress the trading value of the Warrants or our common stock. There can be no assurances that we will not in the future determine that it is advisable or necessary to issue additional shares of common stock or other securities convertible or exercisable for shares of common stock to fund our business needs. We also expect to continue to use equity and stock options to compensate our employees and directors and others. The market price of our common stock and the Warrants could decline significantly as a result of such offerings or issuances, or the perception that such offerings or issuances could occur.

Previous report

Our registration statement covering the issuance of common stock issuable upon exercise of the Warrants may not be available at times.