Material Agreement, Private Placement (Form 8-K)

Item 1.01 Entry into a Material Definitive Agreement

The Company and 3i, LP ("3i") are parties to that certain Securities Purchase Agreement, dated April 29, 2025 (as assigned and amended as of December 9, 2025, the "Series B Preferred Purchase Agreement"), with respect to the purchase and sale of up to 8,400 shares of the Company's Series B Non-Voting Convertible Preferred Stock ("Series B Preferred Shares") and warrants ("Series B Warrants") to purchase shares of the Company's common stock for an aggregate purchase price of up to $8,400,000 in a series of closings.

On August 17, 2026, the Company and 3i entered into a letter agreement (the "Letter Agreement"), pursuant to which the Company agreed to issue to 3i 1,500 shares Series B Preferred Stock at $1,000 per share and (b) Series B Warrants to purchase shares of common stock, par value $0.0001 per share, of the Company (the "Common Stock"), the number of shares underlying the Series B Warrants and the exercise price for such Series B Warrants to be calculated pursuant to Section 2.2 of the Series B Preferred Purchase Agreement for an aggregate purchase price of $1,500,000, the closing of which is expected to occur on or about August 17, 2026.Such securities were issued under an exemption from registration pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended, and/or Rule 506(b) promulgated thereunder. The Company and 3i are continuing to negotiate in good faith additional tranches of funding but there are no definitive agreements or understandings that are currently in place between the parties. The form of the Letter Agreement is attached to this Current Report as Exhibit 10.1.

Pursuant to the Letter Agreement, the Company, 3i and the other purchasers party to that certain Securities Purchase Agreement, dated December 9, 2025, with respect to the purchase and sale of certain shares of the Company's Series C Non-Voting Convertible Preferred Stock and corresponding warrants, will enter into a royalty agreement, dated August 17, 2026 (the "Royalty Agreement"), pursuant to which 3i and such other purchasers will receive cash payments in the aggregate equal to five percent (5%) of the gross revenue of Velocity Bioworks, Inc., a wholly-owned subsidiary of the Company, from third parties for ten (10) years. The form of the Royalty Agreement is attached to this Current Report as Exhibit 10.2.

Item 3.02 Unregistered Sales of Equity Securities.

The information contained in Item 8.01 is hereby incorporated by reference into this Item 3.02.