Subsequent Events |
6 Months Ended |
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Jun. 30, 2025 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 17. Subsequent Events July 2025 Public Offering On July 1, 2025, the Company consummated a “best efforts” public offering (the “July 2025 Offering”) of an aggregate of (i) 680,000 shares of Class A common stock at a purchase price of $1.41 per share, (ii) prefunded warrants (the “July 2025 Pre-Funded Warrants”) to purchase 2,156,880 shares of Class A common stock, and (iii) warrants to purchase 2,836,880 shares of Class A common stock (the “July 2025 Warrants”). The purchase price of each July 2025 Pre-Funded Warrant was equal to the price per share of Class A common stock being sold in the July 2025 Offering minus $0.00001. The July 2025 Pre-Funded Warrants have an exercise price of $0.00001 per share and are exercisable any time after the issuance, and will not expire until exercised. The July 2025 Warrants have an exercise price per share of Class A common stock equal to $1.41 per share and will expire five years from the date of issuance. The July 2025 Offering closed on July 1, 2025. The Company received aggregate gross proceeds from the July 2025 Offering of approximately $4.0 million, before deducting estimated issuance costs of $0.4 million. Net proceeds of $3.6 million from the July 2025 Offering will be recorded to additional paid-in-capital. Both the July 2025 Pre-Funded Warrants and the July 2025 Warrants meet the requirements for equity classification. In connection with the July 2025 Offering, the Company entered into a securities purchase agreement with a single institutional investor, pursuant to which the Company agreed not to effect or enter into an agreement to effect any issuance by the Company or any of its subsidiaries of shares of common stock or common stock equivalents for a period of forty-five (45) days and will not effect or enter into an agreement to effect any issuance by the Company or any of its subsidiaries of shares of common stock or common stock equivalents (or a combination of units thereof) involving a variable rate transaction for a period of three (3) months after July 1, 2025, subject to certain exceptions. Also in connection with the July 2025 Offering, the Company agreed to amend the remaining Modified Warrants still outstanding after the March 2025 Warrant Inducement (see Note 9) to purchase up to an aggregate of 1,157,143 shares of Class A common stock. Prior to amendment, the Modified Warrants had an exercise price of $3.80 per share and a termination date of February 11, 2030. Upon amendment, each of the Modified Warrants will have a reduced exercise price of $1.41 per share and a termination date of July 1, 2030. Additionally, in connection with the July 2025 Offering, the Company entered into a Placement Agency Agreement with the agency which assisted with the transaction. The Company paid a cash placement agent commission equal to 7.0% of gross proceeds from the July 2025 Offering and reimbursed $0.1 million of placement agent expenses. May 2025 Loan Extinguishment On July 1, 2025, the Company prepaid $1.0 million in order to extinguish the May 2025 Loan. The Company anticipates recognizing a loss on extinguishment in the third quarter of 2025 as a result of the prepayment. Waiver of Certain Provisions of the Master Services Agreement (MSA) with Velo3D, Inc. (VLD) as disclosed in Note 9 The MSA with VLD provided for the cancellation of shares of the Company’s capital stock held by VLD in certain circumstances upon expiration or termination. On August 14 2025, the Company irrevocably waived its right under the MSA to cancel such shares upon expiration or termination of the MSA. August Warrant Inducement On August 13, 2025, the Company entered into a warrant inducement agreement (the “August 2025 Inducement Agreement”) with a holder of certain existing warrants to purchase shares of common stock, par value $0.00001 per share. of the Company. Pursuant to the Inducement Agreement, the Holder agreed to exercise for cash on August 13, 2025, its existing warrants to purchase 2,431,029 shares of the Common Stock at an exercise price of $1.11 per share, which was the closing price of the Common Stock on the Nasdaq Capital Market on August 12, 2025. Prior to entering into the Inducement Agreement, 1,157,143 of the existing warrants were immediately exercisable at an exercise price of $1.41 per share and 1,273,886 of the existing warrants were exercisable at an exercise price of $3.80 per share. The Company received on August 14, 2025 aggregate gross proceeds of approximately $2.7 million from the exercise of the Existing Warrants before deducting financial advisory fees and other expenses payable by the Company. In consideration of the Holder’s agreement to exercise the existing warrants in accordance with the Inducement Agreement, the Company agreed to issue new warrants (the “Inducement Warrants”) to purchase up to 4,862,058 shares of Common Stock, which is equal to 200% of the number of shares of Common Stock issued upon exercise of the Existing Warrants (the “Inducement Warrant Shares”) at an exercise price of $1.11. The Company agreed in the Inducement Agreement to file a registration statement within 30 days of August 12, 2025, providing for the resale of the Inducement Warrant Shares by the holders of the Inducement Warrant Shares. The Company engaged A.G.P./Alliance Global Partners (“A.G.P.”) to act as its financial advisor in connection with the transactions summarized above and will pay A.G.P. an aggregate fee equal to approximately $188,890 in connection with the transactions contemplated by the Inducement Agreement and reimburse A.G.P. for legal expenses incurred in connection with the transaction not to exceed $35,000. The Company expects to use the net proceeds from this transaction for general corporate purposes. One Big Beautiful Bill Act On July 4, 2025, a budget and reconciliation package known as the One Big Beautiful Bill Act (“OBBBA”) was signed into law in the United States. Among other provisions, the OBBBA amends U.S. tax law including the permanent extension of certain expiring provisions of the 2017 Tax Cuts and Jobs Act, modifications to the international tax framework and the restoration of favorable tax treatment for certain business provisions. The legislation has multiple effective dates, with certain provisions effective in 2025 and others implemented through 2027. The Company is currently evaluating the impact of the OBBBA on its consolidated financial statements.
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