Subsequent Events |
12 Months Ended |
|---|---|
Dec. 31, 2025 | |
| Subsequent Events [Abstract] | |
| Subsequent Events | Note 20. Subsequent Events As discussed in Note 11, Common Stock Financing Activities, the Company filed a prospectus supplement with the Securities and Exchange Commission for the offer and sale of up to $80,000 shares of common stock pursuant to the Equity Distribution Agreement with Canaccord. After December 31, 2025 but before financial statement issuance, the Company sold 245 shares under the Equity Distribution Agreement for gross proceeds of $498 and received proceeds of $488, net of issuance costs of $10. On February 17, 2026, the Company agreed to amend its lease agreement for its HQ lease. The amendment extends the lease on a month-to-month basis with a continued monthly base rent payment of $33. On March 2, 2026, the Company entered into a stipulation of settlement for the class action complaint filed on July 7, 2023. Refer to Note 18, Commitments and Contingencies, for additional information.
On March 10, 2026, the Company entered into a securities purchase agreement (the “March 2026 Offering”) with a purchaser. Pursuant to the March 2026 Offering, the Company agreed to issue and sell to the purchaser and the purchaser agreed to buy in a registered direct offering (i) an aggregate of 2,480 shares (the “Shares”) of common stock, par value $0.001 per share and accompanying warrants to purchase up to 2,480 shares of Common Stock at a combined offering price of $1.739 per Share and accompanying warrant, and (ii) Pre-Funded warrants to purchase up to 2,020 shares of Common Stock and accompanying warrants to purchase up to 2,020 shares of Common Stock, at a combined offering price of $1.738 per share underlying the Pre-Funded Warrants and accompanying warrant, which equals the offering price per Share and accompanying warrant less the $0.001 exercise price per share of the Pre-Funded Warrants, pursuant to an effective registration statement on Form S-3 (File No. 333-275261), including the base prospectus included therein, and a prospectus supplement filed with the Securities and Exchange Commission on March 10, 2026. The accompanying warrants have an exercise price of $1.614 per share, are immediately exercisable upon issuance, and will expire on the five-year anniversary of the date of issuance. The March 2026 Offering closed on March 11, 2026. The Company received aggregate gross proceeds of approximately $7,825, before deducting placement agent fees and estimated offering expenses payable by the Company. On March 12, 2026, 2,020 Pre-Funded Warrants were exercised by the purchaser for net proceeds of $2. Rodman & Renshaw LLC (the “Placement Agent”) acted as the Company’s exclusive placement agent in connection with the March 2026 Offering. As compensation in connection with the March 2026 Offering, the Company agreed to pay the Placement Agent a cash fee equal to 6.0% of the gross proceeds from the March 2026 Offering, and issue to the Placement Agent or its designees warrants to purchase a number of shares of Common Stock equal to 4.0% of the aggregate number of shares placed in the Registered Direct Offering (180,031 shares), at an exercise price equal to 125% of the offering price per share (or $2.0175 per share), with a term of five years from the commencement of the Registered Direct Offering (the “Placement Agent Warrants”). The Company also agreed to reimburse the Placement Agent for certain expenses in an amount of up to $75 and to pay up to $16 for clearing and closing expenses. In connection with the March 2026 Offering, pursuant to the terms of a Warrant Amendment Agreement, dated as of March 10, 2026 (the “Warrant Amendment Agreement”), the exercise price of certain outstanding warrants issued on March 27, 2024 and November 25, 2024 to purchase up to an aggregate of 1,385 shares of Common Stock held by the purchaser was reduced to $1.614 per share, equal to the exercise price of the Accompanying Warrants issued in the Offering, and the term of such warrants was extended to five years following the closing date of the Offering. The investor paid approximately $173 in exchange for the reduction in exercise price and the extension of the term of these warrants. We paid the Placement Agent a cash fee of 6.0% of the gross proceeds paid for the warrant amendment. On March 27, 2026, the Company entered into the Ninth Amendment to Credit Agreement and Guaranty (the “Ninth Amendment”), by and among the Company, as the borrower, the Lenders and OFA as administrative agent, which included among other things, (i) a waiver of the “going concern” qualification for our audited annual financial statements for the year ended December 31, 2025 and (ii) a reduction in the Credit Agreement’s minimum liquidity covenant of $2,500 (from $15,000 to $12,500). In connection with the Ninth Amendment the Company agreed to (i) make a one-time prepayment of the principal amount of $2,500, together with accrued and unpaid interest thereon, by March 31, 2026, (ii) on or prior to April 15, 2026, at the Company’s option either (A) pay the Lenders an amendment fee of $2,032 or (B) grant warrants to the Lenders to purchase up to 1,353,729 shares of common stock of the Company, at an exercise price of $0.01 per share and (iii) following receipt of aggregated gross proceeds following the effective date of the Ninth Amendment from (a) the issuance of the Company’s common stock, warrants and/or pre-funded warrants, (b) non-refundable cash consideration from partnering transactions, (c) the issuance of the Company’s subordinated debt and/or (d) sales by the Company of its assets, in each case ((a) through (d)), in transactions permitted under the Credit Agreement (“Capital Raise Activities”), make a prepayment of the loans under the Credit Agreement in an aggregate principal amount equal to 50% of such gross cash proceeds, together with accrued interest thereon and any fees or premia (including prepayment premium) payable in connection therewith; provided, that the foregoing requirement will not apply (A) with respect to the first $2,500 in the aggregate of proceeds raised from Capital Raise Activities (as defined in the Credit Agreement) and (B) once the aggregate principal amount of the Loans prepaid pursuant to one or more Capital Raise Prepayments equals $2,500.
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