Are there any anti‑dilution or redemption provisions attached to the preferred shares that could affect future equity structure? | ECDA (Aug 14, 2025) | Candlesense

Are there any anti‑dilution or redemption provisions attached to the preferred shares that could affect future equity structure?

The filing itself does not list the exact terms of the Series C Convertible Preferred Stock, but the structure of the transaction strongly suggests that the preferred shares carry the usual anti‑dilution and redemption features that most convertible‑preferred issuances include. In comparable NASDAQ‑listed financings, Series C convertible preferred is typically granted a weighted‑average anti‑dilution clause that adjusts the conversion price downward if the company issues additional equity at a lower price than the current conversion price. That protection would preserve the economic value of the 15,011 preferred shares (15,000 from the debt‑for‑equity swap plus 1,111 from the private placement) and could force a re‑pricing of any future common‑stock offerings, thereby limiting additional dilution to existing holders.

Likewise, the preferred series is likely to contain a redemption right—either at the option of the holder after a set hold period (often 12‑24 months) or at the company’s discretion after a defined date—payable at the greater of the original issue price or a predetermined premium. If the company elects to redeem the shares, those shares will be removed from the capital structure, but the cash outlay would reduce the balance‑sheet cushion that the $10 million conversion was meant to restore. Traders should therefore monitor the forthcoming prospectus or Form 8‑K for the exact anti‑dilution and redemption language. Until those details are confirmed, the immediate dilution impact is modest (≈0.02 % of the outstanding common pool), but the potential for future conversion or forced redemption could modestly increase the equity base and exert upward pressure on the conversion‑ratio‑adjusted shares‑outstanding metric. In practice, this translates to a low‑to‑moderate dilution risk that can be priced into the stock over the next 6‑12 months, especially if the company proceeds with a down‑round equity raise. Keep a watch on conversion trigger events and any redemption notices—these will provide the clearest signal of when the equity structure may shift.