v3.26.1
Warrants
12 Months Ended
Dec. 31, 2025
Warrants  
Warrants

8. Warrants

As of December 31, 2025, outstanding warrants to purchase common stock, all of which are classified as equity warrants, consisted of the following:

December 31, 2025

Number of Common Shares

Description

  ​ ​ ​

Issuable

  ​ ​ ​

Exercise Price

  ​ ​ ​

Expiration Date

January 23, 2017 Warrants

 

5,450

$

0.10

Upon M&A Event

2019 Warrants

690,813

$

19.50

February 2026

March 2020 Coverage Warrants

1,921,854

$

21.10

Jan - March 2027

October 2025 Pre-funded Warrants

80,768,504

$

0.001

No Expiry

October 2025 Common Warrants

75,985,605

$

0.5335

October 2032

159,372,226

2017 Warrants

The 2017 Warrants contained full ratchet anti-dilution protection provisions. The Company recognized on a prospective basis the value of the effect of the down round feature in the warrant when it was triggered (i.e., when the exercise price was adjusted downward). This value was measured as the difference between (1) the financial instrument’s fair value (without the down round feature) using the pre-trigger exercise price and (2) the financial instrument’s fair value (with the down round feature) using the reduced exercise price. The value of the effect of the down round feature was treated as a dividend and a reduction to income available to common stockholders in the basic EPS calculation. In connection with the April 2024 Private Placement, when the 2017 Warrants were repriced from $10.55 to $2.82, the Company recorded a dividend of $234 during the year ended December 31, 2024. The 2017 Warrants expired in November 2024.

March 2020 Pre-funded Warrants

During the year ended December 31, 2025, 824,718 March 2020 Pre-funded Warrants were cashless exercised, resulting in the issuance of 809,558 common shares of the Company’s common stock.

September 2021 Pre-funded Warrants

During the year ended December 31, 2025, 591,603 September 2021 Pre-funded warrants were cashless exercised, resulting in the issuance of 590,424 common shares of the Company’s common stock.

April 2024 Pre-funded Warrants

During the year ended December 31, 2025, 1,523,404 April 2024 Pre-funded Warrants were cashless exercised, resulting in the issuance of 1,521,059 common shares of the Company’s common stock.

January 2023 Common Stock Warrants

In January 2023, pursuant to the Flame Merger, the warrants held by the Flame Warrant Holders became exercisable for 6,530 shares of the Company’s common stock (the “January 2023 Common Stock Warrants”). The January 2023 Common Stock Warrants had an exercise price of $6.78 per share and expired in February 2025.

January 2023 Series X Preferred Stock Warrants

In January 2023, pursuant to the Flame Merger, the warrants held by the Flame Warrant Holders also became exercisable for 443 shares of Series X Preferred Stock (the “January 2023 Series X Preferred Stock Warrants”). Following Stockholder Approval, each share of Series X Preferred Stock converted into 100 shares of common stock during the three months ended June 30, 2023. The January 2023 Series X Preferred Stock Warrants had an exercise price of $6.78 per share and expired in February 2025.

October 2025 Pre-funded Warrants

In connection with the October 2025 Private Placement, the Company issued pre-funded warrants (the “October 2025 Pre-Funded Warrants”) to purchase up to an aggregate of 80,768,504 shares of the Company’s common stock. The October 2025 Pre-Funded Warrants have an exercise price of $0.001 per share, each exercisable for one share of the Company’s common stock. The exercise price and the number of shares of Common Stock issuable upon exercise of each pre-funded warrant is subject to appropriate adjustment in the event of certain stock dividends, stock splits, stock combinations, or similar events affecting the common stock. The October 2025 Pre-Funded Warrants qualify for equity classification.

October 2025 Common Stock Warrants

In connection with the October 2025 Private Placement, the Company issued common warrants (the “October 2025 Common Warrants”) to purchase up to an aggregate of 75,985,605 shares of Company common stock, each exercisable for one share of common stock at an exercise price of $0.5335 per common warrant share. The October 2025 Common Warrants are exercisable in cash or by means of a cashless exercise. They expire on the tenth anniversary of their date of issuance and qualify for equity classification. The exercise price and the number of shares of common stock issuable upon exercise of each common warrant is subject to appropriate adjustment in the event of certain stock dividends, stock splits, stock combinations, or similar events affecting the common stock.

Parcrest International (“Parcrest”) served as the Company’s placement agent in connection with the October 2025 Private Placement. The Company agreed to pay Parcrest $1,500, as follows: (a) $1,000 in cash and (b) October 2025 Common Warrants to purchase up to 4,000,000 shares of the Company’s common stock at an exercise price of $0.5335 per share (the “Placement Agent Warrants”). Parcrest has agreed that it shall not sell, transfer, assign, pledge, or otherwise dispose of any of the Placement Agent Warrants or the warrant shares underlying the Placement Agent Warrants for a period of six months following their issuance date, except with the prior written consent of both the Company and the Lead Investor (as defined below in Note 9).