Driven primarily by warrant overhang: a 3,250,000-share Deposit Warrant struck at $1.20 sits ~625% in the money versus the ~$8.70 price and has been registered for resale — that single instrument equals ~46% of the 7.0M float and is highly likely to be exercised and sold. Total pending shares (~7.15M from warrants + Tranche B note) roughly equal the entire float, though most other warrants are 2.3x–46x out of the money and contribute little near-term pressure. Secondary risks: a variable/resettable Tranche B convertible (death-spiral mechanics if price falls), two preferred series with undisclosed conversion terms, a fresh $500M shelf (~6.8x market cap), an active ATM, and a relentless serial-financing cadence (8+ raises since early 2024).