Dialectic's Convertible Note Conversion Price Adjusted Down, Increasing Potential Dilution to 41.3%

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This Schedule 13D/A filing reveals a significant automatic adjustment to the conversion price of convertible notes held by Dialectic Technology SPV LLC, a major shareholder and affiliate of director John Fichthorn. The conversion price dropped from $10.00 to $7.8050, substantially increasing the number of shares Dialectic could receive upon conversion. This adjustment means a greater potential dilution for existing shareholders, as Dialectic's potential ownership stake could reach 41.3% of the company's outstanding common stock. While the notes are not yet converted, this change in terms significantly impacts the company's future capital structure and potential shareholder value. The issuance of 12,000 RSUs to Mr. Fichthorn is a routine compensation event and is minor in comparison.

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• Convertible Note Conversion Price Adjustment

  The conversion price for convertible notes held by Dialectic Technology SPV LLC was automatically adjusted from $10.00 to $7.8050, effective December 31, 2025, due to quarterly reset provisions.

• Increased Potential Dilution

  This adjustment means the convertible notes are now convertible into 7,010,649 shares, an increase in potential shares that could be issued, leading to greater dilution for existing shareholders.

• Significant Potential Ownership Stake

  Dialectic Technology SPV LLC, along with warrant shares, could potentially own 9,663,957 shares, representing 41.3% of the company's common stock on a fully diluted basis.

• Director RSU Grant

  Director John Fichthorn was issued 12,000 restricted stock units (RSUs) on January 1, 2026, as part of his continued service on the Board of Directors.

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This Schedule 13D/A filing reveals a significant automatic adjustment to the conversion price of convertible notes held by Dialectic Technology SPV LLC, a major shareholder and affiliate of director John Fichthorn. The conversion price dropped from $10.00 to $7.8050, substantially increasing the number of shares Dialectic could receive upon conversion. This adjustment means a greater potential dilution for existing shareholders, as Dialectic's potential ownership stake could reach 41.3% of the company's outstanding common stock. While the notes are not yet converted, this change in terms significantly impacts the company's future capital structure and potential shareholder value. The issuance of 12,000 RSUs to Mr. Fichthorn is a routine compensation event and is minor in comparison.