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SUBSEQUENT EVENTS

3 Months Ended

Mar. 31, 2026

Subsequent Events [Abstract]

SUBSEQUENT EVENTS

18.

SUBSEQUENT EVENTS

On April 13, 2026, the Company entered into a credit agreement providing for a $40 million term loan and a $10 million revolving line of credit (the “Credit Facility”) with Citizens Bank, N.A. and Provident Bank. The Credit Facility is secured by substantially all of the Company’s assets and will be secured by a pledge of certain securities accounts held by the Company’s Executive Chairman. Proceeds from the Credit Facility are expected to be used for general corporate purposes, including the redemption of the Company’s outstanding Series B Preferred Stock. The line of credit facility with Provident Bank was terminated. At the time of closing, the Company borrowed approximately $49 million under the Credit Facility.

Also on April 13, 2026, the Company entered into an At The Market Offering Agreement (the “ATM Agreement”) with Citizens JMP Securities, LLC, (“JMP”) pursuant to which the Company may offer and sell shares of its common stock having an aggregate offering price of up to $60 million from time to time. The shares may be issued pursuant to the Company’s effective shelf registration statement on Form S-3 and a related prospectus supplement filed on April 14, 2026. Under the terms of the ATM Agreement, JMP is entitled to a commission of up to 3.0% of the gross proceeds from any shares sold under the ATM program. The Company is not obligated to sell any shares under the ATM Agreement. Proceeds, if any, are expected to be used for general corporate purposes, which may include funding potential acquisitions, repayment of indebtedness, capital expenditures, investments, working capital and the redemption of preferred stock.

On April 14, 2026, the Company elected to redeem all issued and outstanding shares of its Series B Preferred Stock in accordance with the applicable certificate of designation. The Company has set a redemption date of May 15, 2026, following the required notice period. The redemption price will include accrued and unpaid dividends through the redemption date. Approximately $41.6 million of the funds borrowed under the Credit Facility were used to prefund the above redemption.

In connection with the Credit Facility, the Company will be issuing a warrant to the Executive Chairman (the “Warrant”) to purchase up to 4,300,000 shares of the Company’s common stock at an exercise price of $5.00 per share, with a term of five years. The Warrant will vest over time through March 2027 and may be exercised on a cash or net share settlement basis. The Warrant is in consideration for pledging certain personal securities accounts to secure the Company’s obligations under the Credit Facility. The shares issuable upon exercise of the Warrant have not been registered under the Securities Act of 1933, as amended, and are subject to customary transfer restrictions. The terms of the Warrant will include customary anti-dilution adjustments.