Extract to table

The Amended and Restated Certificate of Incorporation to be filed in connection with the Financing must authorize a sufficient number of shares of Series Seed Preferred Stock to accommodate both tranches

The Notes explicitly provide that interest shall not compound and that interest shall be computed on the basis of a 365-day year (or a 366-day year in the case of a leap year), with interest accruing for the actual number of days elapsed

1(a) of the Note Purchase Agreement, no election, notice, or other action on the part of the noteholders is required to trigger conversion

2 of the Note Purchase Agreement, which provides that, as a condition to the conversion of the Notes, each noteholder shall execute such customary closing documents as may be reasonably required in connection with the Qualified Financing

The Form D must be filed no later than February 24, 2026, which is 15 calendar days after the first sale of securities in the offering (i