ZEOWW — what changed in the latest 10-Q

Text added vs the prior filing · source: 10-Q · 2026-08-14

• Through our Heliogen segment, acquired in August 2025, we are also developing concentrated solar power and long-duration energy generation and storage technology solutions for commercial and industrial applications.

• On June 9, 2026, we entered into a Note Purchase Agreement (the “Note Purchase Agreement”) with White Lion Capital LLC (“White Lion”), pursuant to which we agreed to issue, and White Lion agreed to purchase, at one or more closings, unsecured convertible promissory notes in an aggregate funded amoun…

• The Convertible Note matures on June 9, 2028 and accrues interest at 5% per annum. The Convertible Note is convertible, in whole or in part, into shares of Class A common stock at the option of White Lion at a conversion price per share equal to the greater of (i) $0.50 (the “Floor Price”) and (ii) …

• Conversions are subject to a beneficial ownership limitation of 4.99% (or, at White Lion’s election, 9.99%) and, pursuant to applicable Nasdaq rules, shares issuable upon conversion may not exceed 19.99% of our outstanding Class A common stock immediately prior to the first closing (the “Conversion …

• Concurrently with the Note Purchase Agreement, we entered into a Registration Rights Agreement with White Lion, pursuant to which we agreed to file, within 30 days following the first closing, a registration statement covering the resale by White Lion of the shares issuable upon conversion, and whic…

Text removed vs the prior filing · source: 10-Q · 2026-05-15

• On January 27, 2026, we entered into the White Lion Purchase Agreement with White Lion. We also entered into a Registration Rights Agreement (“RRA”) with White Lion on January 27, 2026. Pursuant to the White Lion Purchase Agreement, the Company has the right, but not the obligation, to require White…

• During the White Lion Commitment Period, subject to the terms and conditions of the White Lion Purchase Agreement, the Company may notify White Lion when the Company exercises its right to sell shares of its Class A Common Stock. The Company may deliver a Rapid Purchase Notice (as such term is defin…

• The price to be paid by White Lion for any shares that the Company requires White Lion to purchase will depend on the type of purchase notice that the Company delivers. For shares being issued pursuant to Accelerated Purchase Notice, the purchase price per share will be equal to the lowest traded pr…

• No purchase notice shall result in White Lion beneficially owning (as calculated pursuant to Section 13(d) of the Exchange Act and Rule 13d-3 thereunder) more than 4.99% of the number of shares of the Class A Common Stock outstanding immediately prior to the issuance of shares of Class A Common Stoc…

• The Company may deliver purchase notices under the White Lion Purchase Agreement, subject to market conditions, and in light of our capital needs, from time to time and under the limitations contained in the White Lion Purchase Agreement. Any proceeds that the Company receives under the White Lion P…

Text added vs the prior filing · source: 10-Q · 2026-08-14

• Our Class A common stock will be subject to potential delisting if we do not maintain the listing requirements of Nasdaq.

• Our Class A common stock is listed on Nasdaq. Nasdaq has rules for continued listing, including, without limitation, minimum market capitalization and other requirements. Failure to maintain our listing, or de-listing from Nasdaq, would make it more difficult for shareholders to dispose of our Class…

• On April 23, 2026, the Company received a letter from the Listing Qualifications Staff of Nasdaq indicating that, based upon the closing bid price of the Company’s Class A common stock for the last 30 consecutive business days, the Company no longer meets Nasdaq Listing Rule 5550(a)(2), which requir…