Stockholders' Equity |
12 Months Ended |
|---|---|
Dec. 31, 2025 | |
| Stockholders' Equity Note [Abstract] | |
| Stockholders' Equity | Stockholders’ Equity Preferred Stock The Company is authorized to issue 50,000,000 shares of $0.0001 par value preferred stock. At December 31, 2025 and 2024, there were no shares of preferred stock issued or outstanding. Common Stock Class A Common Stock The Company is authorized to issue 500,000,000 shares of $0.0001 par value Class A Common Stock. As of December 31, 2025 and 2024, the Company had 46,492,639 and 39,575,499 shares of Class A Common Stock issued, and outstanding, respectively. Each share of Class A Common Stock has one vote and has similar rights and obligations. Class C Common Stock The Company is authorized to issue 40,000,000 shares of $0.0001 par value Class C Common Stock. As of December 31, 2025 and 2024, the Company had 3,213,678 shares of Class C common stock issued, and outstanding. Each share of the Company’s Class C Common Stock entitles its holder, initially the former CEO, to a number of votes per share (rounded up to the nearest whole number) equal to (a) the aggregate number of outstanding shares of Class A Common Stock entitled to vote on the applicable matter as of the applicable record date plus 100, divided by (b) the aggregate number of outstanding shares of Class C Common Stock. On February 27, 2026, all shares of Class C common stock converted into shares of Class A Common Stock. Refer to Note 19 — Subsequent Events for further details. At-The-Market Offering On May 23, 2025, the Company entered into a sales agreement (the “Sales Agreement”) with Roth Capital Partners, LLC (“Roth”) and TCBI Securities, Inc., doing business as Texas Capital Securities (“TCS”), with respect to an at-the-market offering program under which the Company may offer and sell, from time to time at its sole discretion, shares of its Class A Common Stock, having an aggregate offering price of up to $50.0 million. For the year ended December 31, 2025, the Company issued an aggregate of 815,971 shares of Class A Common Stock pursuant to the Sales Agreement at a weighted average purchase price of $1.53 resulting in aggregate gross proceeds of approximately $1.2 million, reduced by $43,000 in issuance costs, resulting in net proceeds to the Company of approximately $1.2 million. In connection with the Sales Agreement, the Company incurred total stock issuance costs of $0.4 million. These issuance costs were recorded as deferred stock issuance costs and included in the “Prepaid expenses and other current assets” line item of the Company’s accompanying Consolidated Balance Sheets as of December 31, 2025. Such deferred stock issuance costs will be recognized as a direct reduction of additional paid-in capital in proportion to securities sold under the Sales Agreement. During the year ended December 31, 2025, the Company recognized approximately $9,000, as a direct reduction of additional paid-in capital relating to securities sold under the Sales Agreement. As of December 31, 2025, $48.8 million is available pursuant to the Sales Agreement. Direct Offering of Common Stock On December 18, 2025, the Company entered into a securities purchase agreement (the “Purchase Agreement”) with an existing fundamental institutional investor (the “Purchaser”) relating to the registered direct offering and sale of an aggregate of 1,800,000 shares (the “Shares”) of the Company’s Class A Common Stock, Pre-Funded Warrants to purchase 5,018,184 shares of Class A Common Stock, and accompanying Common Warrants to purchase an aggregate of 8,522,730 shares of Class A Common Stock at a combined offering price of $1.10 per share, provided, that the combined purchase price per Pre-Funded Warrant and accompanying Common Warrant is identical to the purchase price per Share and accompanying Common Warrant, less the Pre-Funded Warrant exercise price of $0.0001 per share. The Common Warrants have an exercise price of $1.18 per share, will be exercisable six months following issuance and have a term of five and a half years from the initial exercise date. The gross proceeds and issuance costs to the Company from the Offering were approximately $7.5 million and $0.8 million, respectively, resulting in net proceeds to the Company of approximately $6.7 million. Outstanding Pre-Funded Warrants and Common Warrants totaled 5,018,184 and 8,522,730, respectively, as of December 31, 2025. No Pre-Funded Warrants and Common Warrants were outstanding as of December 31, 2024.
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