v3.25.4
Convertible Preferred Stock
12 Months Ended
Dec. 31, 2025
Temporary Equity Disclosure [Abstract]  
Convertible Preferred Stock Convertible Preferred Stock
On March 6, 2025, the Company entered into a Series E Preferred Stock Purchase Agreement pursuant to the Series E Preferred Stock Financing, whereby it received a total commitment amount of $40,130 for the issuance and sale of 58,774,332 shares of Series E Preferred Stock pursuant to two separate closing tranches, the first of which closed on March 6, 2025 whereby the Company issued 29,455,169 shares of Series E preferred stock resulting in total gross proceeds to the Company of $20,111. The second tranche could have occurred any time prior to September 15, 2025, for the issuance and sale of 29,319,143 shares of Series E Preferred Stock for an aggregate purchase price of $20,019. The Company determined that the second tranche constitutes a free standing financial instrument and allocated $218 of the Series E proceeds to the purchase option.
In June 2025 the Company called the second tranche of its Series E Preferred Stock for the issuance of 29,319,143 shares of Series E Preferred Stock resulting in gross proceeds to the Company of $20,019. The Series E purchase option was revalued as of the date the second tranche was called. The Company recognized the change in value of the Series E purchase option in the change in fair value of Series E purchase option caption in its Statements of Operations and Comprehensive Loss. The fair value of the Series E purchase option was recognized as Series E convertible preferred stock upon the exercise of the Series E purchase option. See Note 2 for additional details.
On March 4, 2025, Genesis Investment Holdings, LLC exercised 988,999 series Seed warrants resulting in proceeds of $83.
For the year ended December 31, 2025, 1,000,000 Series B warrants were exercised, resulting in proceeds of $372.
Immediately prior to the closing of the Company’s IPO on August 1, 2025, all shares of the Company’s redeemable convertible preferred stock converted into shares of the Company’s common stock.
For all series of preferred stock, the initial conversion price equals their original issuance price per share, at December 31, 2024, adjusted for the Reverse Stock Split as described in Note 1.
A summary of preferred stock is as follows:
Series Seed Convertible Preferred StockSeries A Convertible Preferred StockSeries B Convertible Preferred StockSeries C Convertible Preferred StockSeries D Convertible Preferred StockSeries E Convertible Preferred StockTotal
SharesAmountSharesAmountSharesAmountSharesAmountSharesAmountSharesAmountSharesAmount
Balance at December 31, 2023
15,851,401 $1,337 22,399,370 $5,600 5,913,964 $2,200 50,116,284 $21,550 80,909,169 $43,788 — $— 175,190,188 $74,475 
Balance at December 31, 2024
15,851,401 $1,337 22,399,370 $5,600 5,913,964 $2,200 50,116,284 $21,550 80,909,169 $43,788 — $— 175,190,188 $74,475 
Balance at December 31, 2024
15,851,401 $1,337 22,399,370 $5,600 5,913,964 $2,200 50,116,284 $21,550 80,909,169 $43,788 — $— 175,190,188 $74,475 
Exercise of preferred stock warrants
988,999 83 — — 1,000,000 372 — — — — — — 1,988,999 455 
Issuance of Series E
— — — — — — — — — — 58,774,312 40,130 58,774,312 40,130 
Conversion of redeemable convertible preferred stock to common stock upon IPO
(16,840,400)(1,420)(22,399,370)(5,600)(6,913,964)(2,572)(50,116,284)(21,550)(80,909,169)(43,788)(58,774,312)(40,130)(235,953,499)(115,060)
Balance at December 31, 2025
— $— — $— — $— — $— — $— — $— — $— 
Issued and Outstanding Preferred Shares
As of December 31 2024, the total authorized, issued, and outstanding shares of Preferred Stock were as follows (in thousands, except par value, share and per share amounts):
SeriesPar ValueAuthorizedIssued and OutstandingIssuance Price Per ShareLiquidation Value
Seed$0.001 16,840,40015,851,401$0.0843 $1,337 
A0.001 22,399,37022,399,3700.2500 5,600 
B0.001 6,913,9645,913,9640.3720 2,200 
C0.001 50,116,28450,116,2840.4300 21,550 
D0.001 83,403,62680,909,1690.5412 43,788 
Total 179,673,644175,190,188$74,475 
Preferred Stock Provisions
Conversion of Convertible Preferred Stock to Equity
Preferred Stock contains a provision at the option of the holder, at any time and from time to time, and without the payment of additional consideration by the holder thereof, to be converted into common stock. The number of shares of common stock to which a holder of Preferred Stock shall be entitled upon conversion shall be the product obtained by multiplying the applicable conversion prices then in effect by the number of shares of Preferred Stock being converted. The conversion price of Preferred Stock shall be subject to adjustment in the event of any stock split, stock dividend, combination, subdivision, recapitalization, or the like. All Preferred Stock shall be automatically converted into common stock at their then respective conversion prices: (i) in the event of an underwritten public offering of shares of the common stock at an aggregate offering price (prior to underwriting discounts, commissions, and expenses) of at least $50,000 or (ii) the date upon which the Company obtains the vote or consent of the preferred majority and the vote or consent of the holders of at least 65% of the Series D Preferred Stock. Convertible preferred stock is presented as temporary equity in the mezzanine section of the balance sheets, as conversion of the preferred stock is not within the control of the Company. The purpose of this classification is to convey that such a security may not be permanently a part of equity and could result in a demand for cash, securities, or other assets of the entity in the future. All series of preferred stock conversion price equals their original issuance price per share at December 31, 2024.
Dividends
The Company’s Preferred Stock Series Seed, A, B, C and D pay non-cumulative dividends, at the rate of 8% per annum, whenever funds are legally available and when, as and if declared by the Company’s Board of Directors (“Board”) prior and in preference to dividends on any other equity of the Company. Dividends, when, as, and if declared, will first be
paid in full to the holders of Series D Preferred Stock, then Series C Preferred Stock, then Series B Preferred Stock, then Series A Preferred Stock, then Series Seed Preferred Stock, then to holders of common stock. In the event that any dividends are declared to the then-outstanding shares of common stock (other than dividends payable in common stock for which adjustment to the conversion price of the Preferred Stock is made) an additional dividend shall be declared with respect to the then-outstanding shares of Preferred Stock, in an amount equal to the amount of dividends per share that would have been payable on the number of shares of the common stock that the Preferred Stock would have been converted into on an as-converted basis. No dividends were declared by the Board of Directors in 2025 or 2024.
Voting Rights
The holders of Preferred Stock shall be entitled to the number of votes equal to the whole number of shares of the common stock into which such shares of the Preferred Stock are then converted. Additionally, separate vote of all series of preferred stock requires, in addition to any other vote or consent, the vote or consent of at least a majority of each series of preferred stock then-outstanding votes for certain significant actions. Further, as long as at least 20% of the authorized shares of the Series C Preferred Stock or Series D Preferred Stock remain outstanding, certain significant actions require the vote or consent of at least 60% of the then-outstanding Series C Preferred Stock or Series D Preferred Stock, respectively.
Liquidation Rights
In the event of a deemed liquidation event of the Company, voluntary or involuntary liquidation, dissolution or winding up of the Company, all holders of Preferred Stock are entitled to full payment under their liquidation preferences out of the assets of the Company legally available for distribution to its stockholders (or the consideration received in such transaction), before any payment shall be made to the holders of the common stock. After payment in full to the Series D liquidation preference, the remaining proceeds shall be pursuantly distributed to the holders of existing Series C, followed by Series B, Series A, and Series Seed Preferred Stock and common stock, in an amount equal to their original issue price plus any declared and unpaid dividends.
All remaining legally available assets of the Company that are not payable to the holders of shares of Preferred Stock shall be distributed among the holders of shares of common stock, pro rata based on the number of shares held by each such holder.
Anti-Dilution and Downround Protections
The conversion price is subject to adjustment for certain dilutive events, including certain types of (i) stock splits and combinations, (ii) common stock dividends and distributions, (iii) reclassification, exchange, and substitutions, (iv) reorganizations, mergers, or consolidations, or (v) sale of shares below conversion price.
Stock Warrants
In 2020, in connection with its issuance of Series B Preferred Stock, the Company issued 1,000,000 of Series B Stock Warrants. The Series B Preferred Stock issuable upon exercise of the Series B Stock Warrants is convertible into shares of common stock in the same manner as each respective underlying series of outstanding Series B Preferred Stock and will be entitled to the same dividend rights as each respective series.
In August 2023, in connection with the closing of the Trinity Loan Agreement, the Company issued a warrant to the Lender to purchase 2,494,457 shares of the Company’s Series D convertible preferred stock (“Trinity Warrant”). The Trinity Warrant has an exercise price of $0.5412 per share, and expires ten years from the issue date of the Trinity Loan Agreement. Upon the advance of the tranche A loan, 831,486 shares vested. The second term tranche was not used and the third term tranche was removed as part of the July 21, 2025 Trinity loan amendment. Immediately prior to the closing of the Company’s IPO on August 1, 2025, the Trinity Warrant converted into warrants to purchase shares of the Company’s common stock. Upon conversion to common stock warrants the Trinity Warrants were subject to final remeasurement and the outstanding fair value reclassified to equity. As of December 31, 2025, the Company had 43,578 common stock warrants outstanding with an exercise price of $10.33 that expire on August 7, 2033.
For the year ended December 31, 2025, warrant holders net settled 17,827 common stock warrants resulting in 14,714 common shares issued.
The following tables summarize the Company’s outstanding warrants at December 31, 2024:
DescriptionOutstandingExercise Price per shareExpiration DateFair Value
Common17,827$2.10000 April 1, 2031$41 
Series Seed988,9990.08434 April 24, 2025205 
Series B1,000,0000.37200 January 28, 2030207 
Series D2,494,4570.54120 August 7, 2033517 
Total 4,501,283$970