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Redeemable Convertible Preferred Stock and Stockholders’ Deficit
 12 Months Ended
Dec. 31, 2025
Equity [Abstract]  
Redeemable Convertible Preferred Stock and Stockholders’ Deficit Redeemable Convertible Preferred Stock and Stockholders’ Deficit
In connection with the completion of the Company's initial public offering on February 9, 2026, all outstanding shares of the Company’s redeemable convertible preferred stock automatically converted into shares of common stock at the applicable conversion ratio then in effect (See Note 13 – Subsequent Events). The Company's outstanding shares of preferred stock were converted into 20,341,968 shares of common stock.
Common Stock
As of December 31, 2025, the Company had authorized 154,383,336 shares of common stock with a par value of $0.00001. As of December 31, 2025 and 2024, 2,203,620 and 2,196,423 shares were issued and outstanding, respectively.
The Company repurchased 174,432 shares of its common stock at $8.31 per share in June 2025. The repurchased common stock was retired and returned to the status of authorized and unissued shares.
Redeemable Convertible Series A Preferred Stock
As of December 31, 2025, the Company had authorized 5,483,956 shares of Series A redeemable convertible preferred stock (“Series A”) with a par value of $0.00001. 956,575 shares of Series A were issued and outstanding as of December 31, 2025 and 2024.
Prior to 2023, the Company entered into a Series A Preferred Stock Purchase Agreement which provided for the sale and issuance of the Company’s Series A to investors. The financing provided for multiple closings and was completed in May 2019 whereby an aggregate amount of 956,575 shares of Series A were sold and issued at a purchase price of $6.31 per share for an aggregate purchase price of $6.0 million in cash. Related issuance costs for the Series A aggregated to $0.1 million.
Redeemable Convertible Series B Preferred Stock
As of December 31, 2025, the Company had authorized 21,317,825 shares of Series B redeemable convertible preferred stock (“Series B”) with a par value of $0.00001.
Prior to 2023, the Company entered into a Series B Preferred Stock Purchase Agreement which provided for the sale and issuance of the Company’s Series B to investors at a purchase price of $7.40 per share. As of December 31, 2025 and 2024, 3,718,503 shares of Series B were issued and outstanding, respectively. Gross cash proceeds raised from Series B totaled $27.5 million. Related issuance costs for the Series B aggregated to $0.2 million.
Redeemable Convertible Series C Preferred Stock
In July 2023, the Company entered into a Series C Preferred Stock Purchase Agreement which provided for the sale and issuance of the Company’s Series C redeemable convertible preferred stock in two tranches, Series C-1 and Series C-2, to investors at a purchase price of $8.11 per share and $10.14 per share, respectively. As of December 31, 2025, 4,933,836 shares of Series C-1 were issued and outstanding. Gross cash proceeds raised from Series C-1 totaled $40.0 million and were issued contemporaneously with the execution of the Series C Preferred Stock Purchase Agreement. The Company completed the issuance of the Series C-2 in March 2025. Gross cash proceeds raised from the issuance of 4,933,589 Series C-2 shares totaled $50.0 million. Related issuance costs for the Series C totaled $0.3 million from the original issuance in 2024 and an additional $20.8 thousand in 2025 in conjunction with the Series C-2 issuance aggregating to $0.3 million.
Redeemable Convertible Preferred Stock Tranche Liability
The Company determined the right of the investors to purchase shares of Series C-2 redeemable convertible preferred stock at a fixed cash issuance price per share at a future date met the definition of a freestanding financial instrument as the Redeemable Convertible Preferred Stock Tranche Liability is legally detachable and separately exercisable from the shares of Series C-1 Preferred Stock. The Redeemable Convertible Preferred Stock Tranche Liability was recognized at fair value upon the issuance of the Series C-1 redeemable convertible preferred stock in July 2023. The Redeemable Convertible Preferred Stock Tranche Liability was subject to remeasurement at each balance sheet date, with changes in fair value recognized within other income (expense) in the statement of operations and comprehensive loss. The Redeemable Convertible Preferred Stock Tranche Liability was measured at level 3 of the fair value hierarchy in accordance with ASC 820. Upon closing of the Series C-2 preferred stock tranche in March 2025, the Redeemable Convertible Preferred Stock Tranche Liability was settled.
Redeemable Convertible Series D Preferred Stock
In May 2025, the Company entered into a Series D Preferred Stock Purchase Agreement which provides for the sale and issuance of the Company’s Series D redeemable convertible preferred stock (“Series D”) to investors at a purchase price of $13.34. As of December 31, 2025, 5,799,465 shares of Series D were issued and outstanding. Gross cash proceeds raised from Series D in the initial closing in May 2025 totaled $75.0 million and were issued contemporaneously with the execution of the Series D Preferred Stock Purchase Agreement. Gross proceeds raised from Series D in the subsequent closing in June 2025 totaled $2.3 million. Related issuance costs for the Series D totaled $0.3 million from the original issuance and an additional $5.3 thousand in the subsequent issuance aggregating to $0.3 million.
Redeemable convertible preferred stock consisted of the following at December 31, 2025 and 2024:
(in thousands, except share amounts)Redeemable Convertible Preferred Stock
As of December 31, 2025SharesAmountAggregate Liquidation Preference
Series A preferred stock956,575 $5,465 $6,032 
Series B preferred stock3,718,503 27,321 27,500 
Series C-1 preferred stock4,933,836 39,760 40,010 
Series C-2 preferred stock4,933,589 54,932 50,010 
Series D preferred stock5,799,465 77,059 77,326 
Total redeemable convertible preferred stock20,341,968 $204,537 $200,878 

(in thousands, except share amounts)Redeemable Convertible Preferred Stock
As of December 31, 2024SharesAmountAggregate Liquidation Preference
Series A preferred stock956,575 $5,465 $6,032 
Series B preferred stock3,718,503 27,321 $27,500 
Series C-1 preferred stock4,933,836 39,760 $40,010 
Total redeemable convertible preferred stock9,608,914 $72,546 $73,542 
Rights and Privileges of Series A, Series B, Series C and Series D Preferred Stockholders
As of December 31, 2025 and 2024, the rights and privileges of the holders of shares of the Series A, Series B, Series C and Series D redeemable convertible preferred stock (collectively, the “Preferred Stock”) were as follows:
Voting: Each holder of outstanding shares of Preferred Stock shall be entitled to cast the number of votes equal to the number of shares of common stock into which the shares of Preferred Stock held by such holder are then convertible.
The holders of shares of Series D, exclusively and voting together as a single class and on an as-converted to common stock basis, shall be entitled to elect two directors. The holders of shares of Series C, exclusively and voting together as a single class and on an as-converted to Common Stock basis, shall be entitled to elect two directors. The holders of shares of Series B, exclusively and as a separate class, shall be entitled to elect one director. The holders of shares of Series A, exclusively and as a separate class, shall be entitled to elect one director. The holders of shares of common stock, exclusively and as a separate class, shall be entitled to elect two directors. The holders of common stock and of any other class or series of voting stock (including the Preferred Stock), exclusively and voting together as a single class and on an as-converted basis, are entitled to elect all the remaining members of the board of directors.
Dividends: The holders of Preferred Stock shall be entitled to receive dividends out of any assets legally available, on a pari passu basis and prior and in preference to any declaration or payment of any dividend on the common stock, at the rate of 8% per annum of the original issue price. Such dividends shall not be cumulative and shall be payable only when, as and if declared by the board of directors. After payment of such dividends, any additional dividends shall be distributed among the holders of Preferred Stock and common stock pro rata based on the number of shares of common stock then held by each holder, assuming conversion of all such Preferred Stock into common stock.
Deemed liquidation event: Each of the following events shall be considered a “Deemed Liquidation Event” unless the holders of a majority of the outstanding shares of Preferred Stock, which must also include the holders of a majority of the outstanding shares of Series C and Series D Preferred Stock voting together as a single class on an as-converted to Common Stock basis, elect otherwise by written notice sent to the Company at least 10 business days prior to the effective date of any such event; (a) A merger or consolidation in which the Company is a constituent party or a subsidiary of the Company is a constituent party and the Company issues shares of its capital stock pursuant to such merger or consolidation, except any such merger or consolidation involving the Company or a subsidiary in which the shares of capital stock of the Company outstanding immediately prior to such merger or consolidation continue to represent, or are converted into or exchanged for shares of capital stock that represent, immediately following such merger or consolidation, at least a majority of the capital stock of (1) the surviving or resulting company; or (2) if the surviving or resulting company is a wholly owned subsidiary of another company immediately following such merger or consolidation, the parent company of such surviving or resulting corporation; or (b) (1) the sale, lease, transfer, exclusive license or other disposition, in a single transaction or series of related transactions, by the Company or any subsidiary of the Company of all or substantially all the assets of the Company and its subsidiaries taken as a whole, or (2) the sale or disposition (whether by merger, consolidation or otherwise, and whether in a single transaction or a series of related transactions) of one or more subsidiaries of the Company if substantially all of the assets of the Company and its subsidiaries taken as a whole are held by such subsidiary or subsidiaries, except where such sale, lease, transfer, exclusive license or other disposition is to a wholly owned subsidiary of the Company.
The identified Deemed Liquidation Events above are not solely within the control of the Company. In accordance with ASC 480-10-S99-3A, the Company has classified the Preferred Stock outside of permanent equity as temporary equity in the accompanying financial statements.
Liquidation Preference: The Preferred Stock contains a liquidation preference in the event of any Deemed Liquidation Event, voluntary or involuntary liquidation, dissolution or winding up of the corporation, such that the holders of shares of each series of preferred stock then outstanding shall be entitled to be paid out of the assets of the corporation available for distribution to its stockholders. Preferred stockholders have liquidation preferences over common stock and Series A, Series B, Series C-1, Series C-2 and Series D holders have a priority to receive the greater of a) $6.31, $7.40, $8.11, $10.14 and $13.34 per share plus declared, but unpaid dividends, respectively, or b) such amount per share as would have been payable had all such shares of the Preferred Stock been converted into common stock immediately prior to a liquidation event. The preferred stock does not contain a mandatory redemption provision.
Conversion: Each share of Preferred Stock is convertible, at the option of the holder thereof, at any time and from time to time, and without the payment of additional consideration by the holder thereof. Upon either the closing of the sale of shares of common stock to the public at a price of at least $16.68 per share in a firm-commitment underwritten public offering resulting in at least $100.0 million of gross proceeds to the Company, or the date and time specified by vote or written consent of the holders of sixty percent of the outstanding shares of Series C and Series D, voting together as a single class on an as-converted to common stock basis, all outstanding shares of Preferred Stock shall be automatically converted into shares of common stock. The conversion price of the Preferred Stock is subject to adjustment in the event of stock splits, stock dividends, reclassifications, or similar recapitalization events, as well as pursuant to down-round provisions. As of December 31, 2025, the conversion price remained unchanged from the original issue price whereby shares of Series A will be converted to common stock at a per share price of $6.31 Series B at $7.40, Series C-1 at $8.11, Series C-2 at $10.14, and Series D at $13.34.