Warrants

6 Months Ended

Jun. 30, 2025

9. Warrants

The Company evaluates its outstanding warrants to determine if the instruments qualify for equity or liability classification.

Non-employee Warrants

On February 28, 2025, the Company issued equity-classified warrants to purchase 60,000 shares of Company Common Stock at an exercise price of $4.69 per share to non-employee consultants. The warrants were issued as consideration for entering into an agreement for future services. As of February 28, 2025, the Company valued the non-employee warrants using the Black-Scholes option-pricing model and determined the fair value at $187,000. The key inputs to the valuation model included the annualized volatility of 110.1% and a risk-free rate of 3.99%.

Summarized Outstanding Warrants

The following table summarizes outstanding warrants to purchase shares of Company Common Stock as of June 30, 2025 and December 31, 2024:


	Number of Shares
	June 30,	December 31,	Exercise
	2025	2024	Price	Term
Equity-classified Warrants
Legacy Orchestra Warrants	507,841	507,841	$1.08 – $30.11	0.10 – 8.75
Hercules Warrants (Note 13)	52,264	52,264	$5.74	3.50
Avenue Warrants	27,707	27,707	$7.67	2.50
Non-employee Warrants	60,000	—	$4.69	3.12
Private Warrants Held by Sponsor*	750,000	750,000	$11.50	4.32 – 4.57
Private Warrants Held by Employees	660,000	660,000	$11.50	4.32
Total Outstanding	2,057,812	1,997,812

*Sponsor is defined as HSAC2 Holdings, LLC