Redeemable Convertible Preferred Stock and Equity |
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| Redeemable Convertible Preferred Stock and Equity | 8. Redeemable Convertible Preferred Stock and Equity
The Company’s Amended and Restated Certificate of Incorporation designates and authorizes the Company to issue up to 510.0 million shares, consisting of: (i) 500.0 million shares of common stock, par value $0.0001 per share; and (ii) 10.0 million shares of preferred stock, par value $0.0001 per share. Redeemable Convertible Preferred Stock The Company's redeemable convertible preferred stock (“Preferred Stock”) was converted to common stock as part of the IPO (see Note 1 Business Overview for additional information). As of December 31, 2024, the Company's redeemable convertible preferred stock consisted of the following (in thousands, except per share data):
(1) Shares authorized, shares issued and outstanding and price per share are not adjusted for the reverse stock split detailed in Note 1 Business Overview. As of December 31, 2024, none of the outstanding shares of Preferred Stock had been converted into common stock. Reissuance: Shares of any Preferred Stock that are redeemed or converted will be retired or canceled and may not be reissued by the Company. Common Stock All issued shares of common stock are entitled to vote on a one share/one vote basis.
During 2024, the Company entered into an agreement for financial advisory services. As compensation for the services, the Company issued 1,433 shares of common stock. The Company recorded stock-based compensation expense of $0.1 million included in general and administrative expense on the accompanying statement of operations. The fair value of the issued shares was determined based on the fair value of the Company’s common stock as of the date of the agreement.
Warrants In 2018, in connection with the Company’s Series A Offering in 2018 (the “Series A Offering”), the Company issued warrants to purchase 0.06 million shares of the Company’s common stock at an exercise price of $64.14 per share. The warrants expire ten years after issuance. The warrants were issued in two tranches of which 0.03 million were fully exercisable at issuance (“Class A Warrants”) and the remaining 0.03 million were exercisable as of May 21, 2022 (“Class B Warrants”). In May 2022, in connection with the Company’s Series B preferred stock financing (the “Series B Offering”), the Company issued warrants to purchase 2,868 shares of the Company’s common stock that were immediately exercisable (“Series B-1 Warrants”). The Series B-1 Warrants expire five years after issuance. The Series B Offering includes a Rights Offer in which participants in the Series A Offering were offered the opportunity to invest in the Series B Offering. Class A Warrant holders who participated received the right to convert their Class A Warrants into common stock at no cost. On May 3, 2022, less than 0.01 million Class A Warrants were converted into common stock. Pursuant to anti-dilution provisions, the exercise price of the remaining Class A Warrants was reduced from $64.14 to $63.30 per share as a result of the conversions.
In August 2023, as part of the Company’s Series C preferred stock financing (the “Series C Offering”), the Company modified the outstanding Class A Warrants, Class B Warrants, and Series B-1 Warrants, reducing the exercise price to $0.28 per share. Additionally, the Company issued less than 0.01 million warrants to Series B preferred stockholders at an exercise price of $41.83 per share, allowing the holders to purchase common stock in an amount equal to 33.33% of their Series B preferred holdings (the “New Series B Warrants”). The New Series B Warrants were immediately exercisable and expire five years after issuance. The issuance of the New Series B Warrants was accounted for as an inducement under ASC 470-20, and the Company recorded financing costs based on the grant date fair value of the New Series B Warrants. From 2020 through 2023, the Company granted warrants to a placement agent for services provided in connection with the issuance of convertible notes and various equity financings (the “Placement Agent Warrants”). In August 2023, in connection with the Series C Offering, the exercise price of the outstanding Placement Agent Warrants was reduced to $0.28 per share. The placement agent warrants expire in August 2033. As of December 31, 2025, the Class A Warrants, Class B Warrants, Series B-1 Warrants and Placement Agent Warrants each have an exercise price of $0.28 per share. As the exercise price is nominal relative to the fair value of the underlying common stock, these nominal exercise price warrants are included in basic weighted average shares outstanding (see Note 9, Net Loss Per Share). The Class A Warrants, Class B Warrants, Series B-1 Warrants, and New Series B Warrants are classified as liabilities. The placement agent warrants are classified as equity. See Note 3, Fair Value Measurements, for information regarding valuation methodology, fair value hierarchy classification, Level 3 rollforward activity, and assumptions used in the valuation of the warrant liabilities. During the year ended December 31, 2025, warrants were exercised resulting in the issuance of 464 shares of the Company’s common stock. During the year ended December 31, 2024, warrants were exercised, resulting in the issuance of 253 shares of the Company’s common stock. There were no modifications to any issuance of the warrants during the years ended December 31, 2025 or 2024.
Warrants outstanding as of December 31, 2025 and 2024 are as follows:
See Note 3 Fair Value Measurements for warrant activity for the years ended December 31, 2025 and 2024. |
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