| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Underlying Class | Amount | Exercise Price | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | CPTN | Series A Convertible Preferred Stock | Purchase | $100M | +100K | $1,000.00* | 100K | Jan 19, 2023 | Common Stock | 38.7M | $2.59 | Direct | F1, F2, F3 |
| Id | Content |
|---|---|
| F1 | Pursuant to the completion of the transactions contemplated by that certain Investment Agreement, dated as of October 27, 2022, by and between the Issuer and the Reporting Person, the Issuer issued and sold to the Reporting Person 100,000 shares of Series A Convertible Preferred Stock, par value $0.00001 per share (the "Series A Preferred Stock"), of the Issuer, convertible for common stock, par value $0.00001 per share (the "Common Stock"), of the Issuer, for a purchase price of $1,000 per share of Series A Preferred Stock, for an aggregate purchase price of $100,000,000. |
| F2 | Due to a 1000 character limit, Footnote 2 is a continuation of Footnote 1: Subject to certain anti-dilution adjustments, including with respect to certain issuances with an effective price below the then current Conversion Price (as defined in the Certificate of Designations for the Series A Preferred Stock), and customary provisions related to partial dividend periods, the Series A Preferred Stock is convertible at the option of the holders thereof at any time following January 19, 2024 into a number of shares of Common Stock equal to the Conversion Rate (as defined in the Certificate of Designations for the Series A Preferred Stock), which initially is approximately 386.8472:1 based on the initial Conversion Price of $2.585; provided that each converting holder will receive cash in lieu of fractional shares (if any). |
| F3 | The Series A Preferred Stock is perpetual and therefore has no expiration date. |