Equity Issuances

Vireo Growth Inc. issued approximately 114,807,815 subordinate voting shares of common stock to previous holders of the Notes for total consideration of approximately $62 million.

“the Notes acquired was approximately $91,000,000, consisting of principal and interest, as of October 10, 2025. The Notes were acquired for total consideration of approximately $62 million, representing a substantial discount to par value. Vireo issued approximately 114,807,815 subordinate voting shares in consideration for the transaction to the previous holders”

ADC Therapeutics SA issued pre-funded warrants to purchase 3,846,153 common shares of warrant to certain institutional investors for $3.90 per pre-funded warrant.

“and pre-funded warrants to purchase 3,846,153 common shares at $3.90 per pre-funded warrant”

ADC Therapeutics SA issued 11,250,000 common shares of common stock to certain institutional investors for $4.00 per share.

“On October 12, 2025, ADC Therapeutics SA (the “Company”) entered into securities purchase agreements for the sale of its equity securities to certain institutional investors in a $60.0 million private placement. In the private placement, the Company will sell 11,250,000 common shares at $4.00 per share”

Aptera Motors Corp issued up to $75,000,000 of Common Stock, plus Commitment Shares of common stock to New Circle Principal Investments LLC for Structuring fee of $25,000, legal fee of $25,000, commitment fee of $375,000; purchase price at 96% or 97% of VWAP.

“Circle has no right to require the Company to sell any Common Stock to New Circle. The per share purchase price will be calculated at the Company’s election based on either (i) 97% of the lowest daily volume weighted average price (“VWAP”) of the Company’s common stock during a three consecutive trading day period (the “Option 1 Pricing Period”), or (ii)”

ESS Tech, Inc. issued up to 1,052,104 shares of warrant to YA II PN, LTD., an investment fund managed by Yorkville Advisors Global, L.P. for exercise price of $9.98 per share.

“the Company issued to Yorkville a warrant exercisable for an aggregate number of up to 1,052,104 shares of the Company’s common stock (the “Warrant”). The Warrant has an exercise price of $9.98 per share”

Energy Vault Holdings, Inc. issued 5,572,108 warrants of warrant to OIC for $35,000,000 initial contribution.

“in connection with OIC’s initial contribution of $35,000,000 with respect to its Series A Preferred Units, the Company issued to OIC an aggregate of 5,572,108 warrants to purchase common stock of the Company”

Candel Therapeutics, Inc. issued 3.0% of the applicable draw of warrant to the Lenders (Trinity Capital Inc., as administrative agent and collateral agent).

“The issuance of the Lender Warrants are exempt from the requirements of the Securities Act of 1933, as amended, pursuant to an exemption provided by Section 4(a)(2) thereof and Rule 506(b) of Regulation D thereunder as transactions by an issuer not involving a public offering.”

Galaxy Digital Inc. issued 9,027,778 shares of Class A Common Stock of common stock to certain institutional investors (the Investor) for at $36 per share.

“On October 10, 2025, the Company and certain selling stockholders entered into investment agreements with the Investor for a $460 million private strategic investment (the “Investment”), pursuant to which the Company agreed to issue and sell an aggregate of 9,027,778 shares of Class A Common Stock, and the selling stockholders agreed to sell an aggregate of 3,750,000 shares of Class A Common Stock, to the Investor, at $36 per share.”

CERO THERAPEUTICS HOLDINGS, INC. issued up to 9,750 shares of the Company's Series E convertible preferred stock of preferred stock to certain accredited investors named therein (the "PIPE Investors") for aggregate purchase price of up to $7 million.

“Pursuant to the Securities Purchase Agreement, up to 9,750 shares of the Company’s Series E convertible preferred stock, par value $0.0001 per share (the “ Series E Preferred Stock ”) shall be purchased for an aggregate purchase price of up to $7 million in one or more closings”

MAIA Biotechnology, Inc. issued up to 603,769 shares of Common Stock of warrant to certain accredited investors for $1.22 per share.

“MAIA Biotechnology, Inc. (the “ Company ”) entered into a Securities Purchase Agreement (the “ Purchase Agreement ”) with certain accredited investors (the “ Investors ”) for the issuance and sale in a private placement (the “ Private Placement ”) of: (i) 603,769_shares (the “ Investor Shares ”) of the Company’s common stock, par value $0.0001 per share (“ Common Stock ”), and (ii) warrants (the “ Investor Warrants ”) to purchase up to 603,769 shares of Common Stock, at a purchase price per Investor Share of $1.22, for an aggregate purchase price of approximately $736,600.”

MAIA Biotechnology, Inc. issued 603,769_shares of common stock to certain accredited investors for $1.22 per share.

“MAIA Biotechnology, Inc. (the “ Company ”) entered into a Securities Purchase Agreement (the “ Purchase Agreement ”) with certain accredited investors (the “ Investors ”) for the issuance and sale in a private placement (the “ Private Placement ”) of: (i) 603,769_shares (the “ Investor Shares ”) of the Company’s common stock, par value $0.0001 per share (“ Common Stock ”), and (ii) warrants (the “ Investor Warrants ”) to purchase up to 603,769 shares of Common Stock, at a purchase price per Investor Share of $1.22, for an aggregate purchase price of approximately $736,600.”

IREN Ltd issued up to 16,641,700 ordinary shares of convertible note to qualified institutional buyers for $1.0 billion principal amount.

“Act. ☐ Item 1.01 Entry Into a Material Definitive Agreement Indenture and Convertible Notes On October 14, 2025 (the “Closing Date”) , IREN Limited (the “Company”) issued $1.0 billion principal amount of its 0.00% Convertible Senior Notes due 2031 (the “Convertible Notes”). The Convertible Notes were issued pursuant to, and are governed by, an indenture (the”

AtlasClear Holdings, Inc. issued unit to certain institutional investors (each, an "Investor"), including Funicular for purchase price of $0.60 per Unit.

“the Company entered into a securities purchase agreement (the "Equity SPA") with certain institutional investors (each, an "Investor"), including Funicular, pursuant to which the Company agreed to issue and sell, in a private placement, units of securities (each, a "Unit"), for a purchase price of $0.60 per Unit.”

AtlasClear Holdings, Inc. issued convertible note to Funicular Funds, LP for purchase price of $10,000,000.

“Pursuant to the Restated SPA, the Company issued and sold to Funicular, for a purchase price of $10,000,000, an amended and restated convertible promissory note, dated October 8, 2025”

ODYSSEY MARINE EXPLORATION INC issued 2,157,497 shares of common stock to institutional investors for $3,057,908 of indebtedness.

“(b) an aggregate of $3,057,908 of indebtedness under the December 2023 Notes into 2,157,497 shares of the Company’s common stock”

ODYSSEY MARINE EXPLORATION INC issued 1,516,728 shares of common stock to institutional investors for $2,095,618 of indebtedness.

“On October 6, 7 and 8, 2025, investors converted (a) an aggregate of $2,095,618 of indebtedness under the March 2023 Notes into 1,516,728 shares of the Company’s common stock”

INVO Fertility, Inc. issued 200 shares of C-2 Preferred of preferred stock to an institutional investor and existing holder for $200,000 in cash.

“to acquire 200 shares of C-2 Preferred, with an aggregate stated value of $200,000, for $200,000 in cash.”

International Land Alliance Inc. issued convertible note to Quick Capital LLC for $250,000, $155,555.56 and $31,111.11 respectively, for an aggregate principal amount of $436,666.67.

“On March 13, 2025, July 16, 2025 and August 18, 2025, International Land Alliance, Inc., a Wyoming corporation (the “Company”), issued to Quick Capital LLC, a Wyoming limited liability company, convertible promissory notes for the principal amounts of a $250,000, $155,555.56 and $31,111.11, respectively, for an aggregate principal amount of $436,666.67”

Aura Fat Projects Acquisition Corp issued 239,567 public shares of common stock to public shareholders.

“The Charter Amendment and the Trust Agreement Amendment triggered a right of the Company’s public shareholders to demand the redemption of their public shares out of funds held in the Trust Account containing approximately $3,293,251.70. Holders of 239,567 public shares properly requested redemption.”

Nano Nuclear Energy Inc. issued 8,490,767 shares of common stock to six institutional investors for $47.11 per share.

“at a purchase price of $47.11 per share. The Private Placement closed on October 10, 2025.”

Blue Chip Capital Group Inc. issued a total of 4,260,000 shares of common stock of common stock to officers, key employees and other service providers for services.

“During the period from March 1, 2025, through September 1, 2025, the Company issued to officers, key employees and other service providers a total of 4,260,000 shares of common stock.”

Blue Chip Capital Group Inc. issued 3,620,000 shares of common stock of convertible note to private investors for six convertible notes in the principal amount of $485,000.

“During the period from April 9, 2025, through September 4, 2025, the Company issued 3,620,000 shares of common stock to private investors in connection with the issuance of six convertible notes in the principal amount of $485,000.”

Blue Chip Capital Group Inc. issued an additional 1,000,000 shares of common stock of common stock to a private investor for release of $250,000 from escrow.

“In connection with the agreement by the investor to release $250,000 from escrow, the Company issued 1,000,000 shares of common stock to the investor on March 27, 2025, and an additional 1,000,000 shares of common stock were issued to the investor on April 28, 2025.”

Blue Chip Capital Group Inc. issued 1,000,000 shares of common stock of common stock to a private investor for release of $250,000 from escrow.

“In connection with the agreement by the investor to release $250,000 from escrow, the Company issued 1,000,000 shares of common stock to the investor on March 27, 2025, and an additional 1,000,000 shares of common stock were issued to the investor on April 28, 2025.”

ScanTech AI Systems Inc. issued 1,907,898 pre-funded warrants of warrant to ARC Group International Ltd..

“the Company agreed to issue to the Investor in satisfaction of its obligations for the Commitment Fee Shares and Subscription Shares, 3,365,934 shares of common stock and 1,907,898 pre-funded warrants”

ScanTech AI Systems Inc. issued 3,365,934 shares of common stock of common stock to ARC Group International Ltd..

“the Company agreed to issue to the Investor in satisfaction of its obligations for the Commitment Fee Shares and Subscription Shares, 3,365,934 shares of common stock and 1,907,898 pre-funded warrants”

Lake Superior Acquisition Corp issued 360,000 private units of unit to Sponsor and CCM for $10.00 per Private Unit, generating total gross proceeds of $3,600,000.

“Simultaneously with the closing of the IPO, the Company consummated the private placement (“Private Placement”) with the Sponsor and CCM, of an aggregate of 360,000 private units (the “Private Units”) at a price of $10.00 per Private Unit, generating total gross proceeds of $3,600,000.”

SEMTECH CORP issued common stock to certain holders of the Company’s outstanding 2027 Notes and 2028 Notes.

“On October 7, 2025, the Company entered into privately-negotiated exchange agreements with certain holders of the Company’s outstanding 2027 Notes and 2028 Notes with respect to the Exchanges.”

SEMTECH CORP issued $402.5 million aggregate principal amount of 0% Convertible Senior Notes due 2030 of convertible note to the Initial Purchasers.

“The Company offered and sold the Notes to the Initial Purchasers in reliance on the exemption from the registration requirements provided by Section 4(a)(2) of the Securities Act, and for resale by the Initial Purchasers to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act.”

Hyperscale Data, Inc. issued 2,264,155 shares of Class A common stock of common stock to holder of convertible note for conversion of $905,662 of principal and accrued interest under a convertible note.

“if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ̈ Item 3.02 Unregistered Sales of Equity Securities. Between September 29, 2025 and October 7, 2025, Hyperscale Data, Inc. (the “ Company ”) issued an aggregate of 8,750,000 shares of its Class A common stock (“ Class A Common Stock ”) upon conversion of 3,500 shares of Series B Convertible Preferred Stock. Between September 29, 2025 and October 8, 2025, the Company issued an aggregate of 256 shares of Class A Common Stock upon conversion of an equal number of shares of Class B common stock. On October 7, 2025, the Company issued 2,264,155 shares of Class A Common Stock upon conversion of $905,662 of principal and accrued interest under a convertible note. The shares of Class A Common Stock were offered and sold in reliance upon an exemption from the registration requirements under Section 4”

Hyperscale Data, Inc. issued 256 shares of Class A common stock of common stock to holders of Class B common stock for conversion of 256 shares of Class B common stock.

“if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ̈ Item 3.02 Unregistered Sales of Equity Securities. Between September 29, 2025 and October 7, 2025, Hyperscale Data, Inc. (the “ Company ”) issued an aggregate of 8,750,000 shares of its Class A common stock (“ Class A Common Stock ”) upon conversion of 3,500 shares of Series B Convertible Preferred Stock. Between September 29, 2025 and October 8, 2025, the Company issued an aggregate of 256 shares of Class A Common Stock upon conversion of an equal number of shares of Class B common stock. On October 7, 2025, the Company issued 2,264,155 shares of Class A Common Stock upon conversion of $905,662 of principal and accrued interest under a convertible note. The shares of Class A Common Stock were offered and sold in reliance upon an exemption from the registration requirements under Section 4”

Hyperscale Data, Inc. issued 8,750,000 shares of Class A common stock of common stock to holders of Series B Convertible Preferred Stock for conversion of 3,500 shares of Series B Convertible Preferred Stock.

“if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ̈ Item 3.02 Unregistered Sales of Equity Securities. Between September 29, 2025 and October 7, 2025, Hyperscale Data, Inc. (the “ Company ”) issued an aggregate of 8,750,000 shares of its Class A common stock (“ Class A Common Stock ”) upon conversion of 3,500 shares of Series B Convertible Preferred Stock. Between September 29, 2025 and October 8, 2025, the Company issued an aggregate of 256 shares of Class A Common Stock upon conversion of an equal number of shares of Class B common stock. On October 7, 2025, the Company issued 2,264,155 shares of Class A Common Stock upon conversion of $905,662 of principal and accrued interest under a convertible note. The shares of Class A Common Stock were offered and sold in reliance upon an exemption from the registration requirements under Section 4”

GigCapital8 Corp. issued 2,964,203 Class B ordinary shares of common stock to certain non-managing investors for $0.023254 per share.

“an aggregate of 2,964,203 Class B ordinary shares of the Company, par value of $0.0001 per share (“ Class B Ordinary Shares ”) at a price of $0.023254 per share”

GigCapital8 Corp. issued 95,200 units of unit to the Sponsor, four of the Company’s directors and Lynrock Lake Master Fund LP for $9.7374 per unit.

“Simultaneously with the closing of the IPO, the Company completed the private sale and issuance of an aggregate of 95,200 units (the “ Private Placement Units”) to the Sponsor, four of the Company’s directors and Lynrock Lake Master Fund LP at a price of $9.7374 per unit, generating gross proceeds to the Company of $927,000.”

US ENERGY CORP issued up to $25,000,000 of newly issued shares of common stock of common stock to Roth Principal Investments, LLC.

“The securities that may be issued under the Purchase Agreement are being offered and sold by the Company in a transaction exempt from registration under the Securities Act, in reliance on Section 4(a)(2) thereof and Rule 506(b) of Regulation D thereunder.”

Applied Digital Corp. issued Initial Common Units representing 7.5% of fully diluted common equity of the Subsidiary Issuer of unit to MIP HPC Holdings, LLC (an affiliate of Macquarie Asset Management) for no additional consideration.

“for no additional consideration, the Subsidiary Issuer agreed to issue to the Purchaser such number of Common Units of the Subsidiary Issuer representing, in the aggregate, seven and a half percent (7.5%) of the fully diluted common equity of the Subsidiary Issuer”

Applied Digital Corp. issued 112,500 Preferred Units of preferred stock to MIP HPC Holdings, LLC (an affiliate of Macquarie Asset Management) for $1,000 per Preferred Unit, aggregate purchase price of $112.5 million.

“at a price per Preferred Unit of $1,000, for an aggregate purchase price of $112.5 million”

CYPHERPUNK TECHNOLOGIES INC. issued up to an aggregate of 80,768,504 shares of Common Stock of warrant to investors named therein for offering price of $0.51964 per Pre-Funded Warrant.

“”) of (i) an aggregate of 15,212,311 shares (the “ Shares ”) of common stock of the Company, par value $0.001 per share (the “ Common Stock ”), at an offering price of $0.52064 per share, (ii) pre-funded warrants (the “ Pre-Funded Warrants ”) to purchase up to an aggregate of 80,768,504 shares of Common Stock (the “ Pre-Funded Warrant Shares ”) at an”

CYPHERPUNK TECHNOLOGIES INC. issued up to an aggregate of 71,985,605 shares of Common Stock of warrant to investors named therein for exercise price of $0.5335 per Common Warrant Share.

“”) to purchase up to an aggregate of 71,985,605 shares of Common Stock (the “ Common Warrant Shares ”), each exercisable for one share of Common Stock at the exercise price of $0.5335 per Common Warrant Share. The Private Placement closed on October 8, 2025 (the “ Closing Date ”). The aggregate gross proceeds of the Private Placement were approximately USD”

CYPHERPUNK TECHNOLOGIES INC. issued 15,212,311 shares of common stock to investors named therein for $0.52064 per share.

“”) of (i) an aggregate of 15,212,311 shares (the “ Shares ”) of common stock of the Company, par value $0.001 per share (the “ Common Stock ”), at an offering price of $0.52064 per share, (ii) pre-funded warrants (the “ Pre-Funded Warrants ”) to purchase up to an aggregate of 80,768,504 shares of Common Stock (the “ Pre-Funded Warrant Shares ”) at an”

Edgemode, Inc. issued 17,000,000 shares of common stock to an accredited investor for net proceeds of $250,000.

“Company sold the Investor an unsecured original issue discount promissory note in the principal amount of $287,500 (the “Promissory Note”). The Company received net proceeds of $250,000 in consideration of issuance of the Promissory Note and the proceeds from the sale of the Promissory Note shall be used for working capital. Pursuant to the Purchase Agreement, as”

Alzamend Neuro, Inc. issued 361,743 shares of common stock.

“Between October 1, 2025 and October 8, 2025, Alzamend Neuro, Inc. (the “ Company ”) issued an aggregate of 361,743 shares of common stock, par value $0.0001 per share (“ Common Stock ”) upon conversion of an aggregate of approximately 839.2 shares of Series B Convertible Preferred Stock.”

Crypto Co issued 10,000,000 shares of common stock to White Dwarf LLC for aggregate purchase price of 0.437411 BTC.

“The Company agreed to sell and issue to the Investor 10,000,000 shares of the Company’s common stock, par value $0.001 (“ Common Stock ”) for an aggregate purchase price of 0.437411 BTC.”

Cottonwood Communities, Inc. issued 159,491 shares of Series 2025 Preferred Stock of preferred stock for in exchange for our Series 2019 Preferred Stock or Series 2023 Preferred Stock.

“During the same period, we issued and sold 159,491 shares of Series 2025 Preferred Stock in exchange for our Series 2019 Preferred Stock or Series 2023 Preferred Stock, as applicable, in the Exchange Offering and paid aggregate selling commissions of $21,000 and placement fees of $36,850.”

Cottonwood Communities, Inc. issued 75,500 shares of Series 2025 Preferred Stock of preferred stock to accredited investors for $755,000 aggregate proceeds.

“During the period from September 22, 2025 through October 8, 2025, we issued and sold 75,500 shares of Series 2025 Preferred Stock in the Series 2025 Private Offering and received aggregate proceeds of $755,000.”

NEXTNRG, INC. issued up to 300,000 shares of Common Stock of warrant to another accredited investor, who is a consultant of the Investor.

“the Company also agreed to issue to another accredited investor, who is a consultant of the Investor, due diligence notes, in the aggregate original principal amount of up to $1,180,000 (the “Due Diligence Notes”) and due diligence warrants to purchase up to 300,000 shares of Common Stock, subject to adjustment as provided in the due diligence warrants (the “Due Diligence Warrants”).”

NEXTNRG, INC. issued convertible note to another accredited investor, who is a consultant of the Investor for aggregate original principal amount of up to $1,180,000.

“the Company also agreed to issue to another accredited investor, who is a consultant of the Investor, due diligence notes, in the aggregate original principal amount of up to $1,180,000 (the “Due Diligence Notes”)”

NEXTNRG, INC. issued up to 3,000,000 shares of Common Stock of warrant to accredited investor for exercise price of $5.00.

“the Company agreed to sell, and the Investor agreed to purchase (i) senior secured convertible notes of the Company, in the aggregate original principal amount of up to $11,800,000 (the “Notes”), which are convertible into shares of common stock, par value $0.0001 per share, of the Company (“Common Stock”), and (ii) warrants to purchase up to 3,000,000 shares of Common Stock, with an exercise price of $5.00 (the “Warrants).”

NEXTNRG, INC. issued convertible note to accredited investor for aggregate original principal amount of up to $11,800,000.

“the Company agreed to sell, and the Investor agreed to purchase (i) senior secured convertible notes of the Company, in the aggregate original principal amount of up to $11,800,000 (the “Notes”), which are convertible into shares of common stock, par value $0.0001 per share, of the Company (“Common Stock”), and (ii) warrants to purchase up to 3,000,000 shares of Common Stock, with an exercise price of $5.00 (the “Warrants).”

Envoy Medical, Inc. issued up to 225,564 shares of Common Stock of warrant to Placement Agent or its designees for $1.6625 per share.

“Placement Agent Warrants are immediately exercisable, will expire on the earlier of (i) two years from the Effective Date and (ii) October 7, 2030, and have an exercise price of $1.6625 per share. Neither of the Placement Agent Warrants nor the shares of Common Stock issuable upon the exercise of the Placement Agent Warrants (the “Placement Agent Warrant Shares”)”