On August 27, 2019, the Company and Acquisition LP entered into a Series B Preferred Stock Purchase
Agreement pursuant to which Acquisition LP purchased shares of Series B Preferred Stock for an aggregate purchase price of $25.0 million.
On
November 12, 2019, the Company and Acquisition LP entered into a Series B Stock Preferred Stock Purchase Agreement (the 2019 Series B Stock Purchase Agreement) pursuant to which Acquisition LP purchased additional
shares of Series B Preferred Stock for an aggregate purchase price of $25.0 million. Also on November 12, 2019, Acquisition 2 LP acquired all of the securities of the Company held by Acquisition LP.
On December 19, 2019 and February 28, 2020, Acquisition 2 LP purchased additional shares of Series B Preferred Stock pursuant to the 2019 Series B Stock
Purchase Agreement for an aggregate purchase price of $25.0 million and $10.0 million, respectively.
On March 31, 2020, Co-Invest LP and the Company entered into the First Amendment to the Credit Agreement (the Credit Agreement Amendment) providing for the payment in shares of the Companys Series B
Preferred Stock of the interest on the amount outstanding under the applicable credit agreement.
On April 3, 2020, the Company and Acquisition 2 LP
entered into a Series B Preferred Stock Purchase Agreement pursuant to which Acquisition 2 LP purchased additional shares of Series B Preferred Stock for an aggregate purchase price of $10.0 million.
On May 8, 2020, the Company and 2020 LP entered into a Note Purchase Agreement pursuant to which 2020 LP purchased an unsecured convertible promissory note
(the Convertible Promissory Note) with an annual interest rate of 8.0% and in an aggregate principal amount of $15.0 million.
In
connection with the consummation of the Companys initial public offering of its Common Stock, the Series B Preferred Stock and the Convertible Promissory Note converted, automatically and without any additional consideration, into 732,794 and
50,000 shares, respectively, of Common Stock. Further, on June 23, 2020, in connection with the initial public offering of the Companys Common Stock, 2020 LP purchased 133,333 shares of Common Stock. The funds used to purchase such shares
were composed of the investment capital of 2020 LP.
On December 7, 2020, the Company consummated a follow-on
public offering of its Common Stock and a concurrent private placement of its 7.25% convertible senior notes due 2025 (the 7.25% Convertible Notes). Acquisition 2 purchased 165,137 shares of Common Stock, and Acquisition LP
purchased an aggregate principal amount of $25,000,000 of the 7.25% Convertible Notes in connection with the offerings. Such shares of Common Stock were purchased for an aggregate purchase price of $13.5 million, and such 7.25% Convertible
Notes were purchased for $25.0 million in cash, in each case at the same price offered to the public. The funds used to purchase such shares and 7.25% Convertible Notes, as applicable, were composed of the investment capital of the applicable
Fund. At the same time, Co-Invest LP consummated an agreement to receive an aggregate principal amount of $78,500,000 of the 7.25% Convertible Notes and $95,833.33 in cash in exchange for the cancellation of
the $78.6 million in principal and accrued and unpaid interest outstanding, as well as a prepayment penalty, under the Companys credit agreement for which Co-Invest LP acted as the lender and
collateral agent.
On June 1, 2021, Acquisition LP and Co-Invest LP entered into a Consent and Waiver
Agreement and, on May 27, 2021, a Stock Issuance Agreement (the Stock Issuance Agreement), each with the Company, pursuant to which Acquisition LP and Co-Invest LP agreed to
forgo and waive their right to receive interest in cash due on the 7.25% Convertible Notes held by Acquisition LP and Co-Invest LP, in exchange for the issuance of shares of Common Stock equal to
$3,626,812.50, the amount of cash interest so waived. Pursuant to the Stock Issuance Agreement, Acquisition LP acquired 12,252 shares of Common Stock and Co-Invest LP acquired 38,472 shares of Common Stock.
On June 14, 2021, the Company consummated a private placement of units (the Private Placement), with each unit consisting of one
share of Common Stock and the right to buy an additional share of Common Stock for the exercise price specified in the warrant conferring such right (the Common Stock Warrant). In connection with the Private Placement, Acquisition
2 LP purchased 323,886 units with an aggregate purchase price of $20.0 million. On November 6, 2022, the Company and Acquisition 2 LP agreed to amend the Common Stock Warrant (as amended, the Amended Warrant) to
reduce the exercise price to $8.22 per share of Common Stock. The Amended Warrant is exercisable at any time on or after May 9, 2023 and until May 9, 2028, but not thereafter.
On November 6, 2022, Acquisition LP and Co-Invest LP entered into an Interest Waiver and Securities Issuance
Agreement and a Securities Purchase Agreement (collectively, the Interest Waiver Agreements), in each case with the Company, pursuant to which Acquisition LP and Co-Invest LP agreed
to forego and waive their right to receive an aggregate amount of $3,751,875 in cash interest due on the 7.25% Convertible Notes held by Acquisition LP and Co-Invest LP, in exchange for the issuance of shares
of Common Stock and warrants to purchase an additional share of Common Stock (the Second Common Stock Warrant). In connection with the Interest Waiver Agreements, Acquisition LP acquired 120,833 shares of Common Stock and the
right to purchase 120,833 shares of Common Stock pursuant to the Second Common Stock Warrant and Co-Invest LP acquired 379,416 shares of Common Stock and the right to purchase 379,416 shares of Common Stock
pursuant to the Second Common Stock Warrant. The Second Common Stock Warrant has an exercise price of exercise price of $8.22 per share and is exercisable at any time on or after May 9, 2023 and until May 9, 2028, but not thereafter.
On September 18, 2023, the Company, Acquisition LP and Co-Invest LP entered into a Convertible Notes Exchange
Agreement for Common Stock and Warrants (the Exchange Agreement) whereby (i) Acquisition LP exchanged $12,077,000 aggregate principal amount of 7.25% Convertible Notes directly held by Acquisition LP for (1) 2,230,690 shares
of the Common Stock, pre-funded warrants to purchase 1,787,209 shares of Common Stock (Pre-Funded Warrants) and warrants to purchase 4,017,899 shares
of Common Stock (September 2023 Warrants), all issued to and directly held by Acquisition 2 LP pursuant to the terms of the Exchange Agreement, and (2) accrued and unpaid interest paid to Acquisition LP on the 7.25%
Convertible Notes exchanged by Acquisition LP to, but excluding, September 18, 2023 and (ii) Co-Invest LP exchanged $37,923,000 aggregate principal amount of 7.25% Convertible Notes directly held by
Co-Invest LP for (1) 7,004,591 shares of Common Stock, Pre-Funded Warrants to purchase 5,612,017 shares of Common Stock, September 2023 Warrants to purchase 12,616,608 shares of Common Stock, all issued to and
directly held by Co-Invest LP pursuant to the terms of the Exchange Agreement, and (2) accrued and unpaid interest paid to Co-Invest LP on the 7.25% Convertible Notes exchanged by Co-Invest LP to, but
excluding, September 18, 2023. The Pre-Funded Warrants have an exercise price of $0.001 per share and are exercisable at any time on or after September 18, 2023 until such
Pre-Funded Warrants have been fully exercised in accordance with their terms. The September 2023 Warrants have an exercise price of $3.01 per share and are exercisable at any time on or after
September 18, 2023 until September 18, 2026. Each of the Pre-Funded Warrants and the September 2023 Warrants are subject to certain exercise limitations, including a limitation on the ability to
exercise if the holders beneficial ownership of Common Stock (together with its affiliates and certain attribution parties) would exceed 49.9% of the outstanding Common Stock.