Stockholders' Equity (Deficit) |
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| Equity [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Stockholders' Equity (Deficit) | Note 9. Stockholders' Equity (Deficit) Common Stock and Preferred Stock Effective December 17, 2025, the Company’s stockholders approved a 1-for-17.85 reverse stock split of the Company’s Class A common stock. As a result of the reverse stock split, every 17.85 shares of Class A common stock issued and outstanding on December 17, 2025, were automatically combined into one share of Class A common stock. Any fractional shares resulting from the reverse stock split were rounded up to the next nearest whole share of Class A common stock. In addition to the reverse stock split implemented in December 2025, the Company previously effected a 1-for-14 reverse stock split of the Company’s Class A common stock on December 12, 2024, whereby every 14 shares of Class A common stock issued and outstanding on December 12, 2024, were automatically combined into one share of Class A common stock. Any fractional shares resulting from the reverse stock split were rounded up to the next nearest whole share of Class A common stock. To effectuate the December 2025 1-for-17.85 reverse stock split, the Company filed a Certificate of Amendment to the Second Amended and Restated Certificate of Incorporation, as amended. As a result of the reverse stock split, there was no change to par value and the total number of authorized shares of Class A common stock. Pursuant to the terms of the Second Amended and Restated Certificate of Incorporation, as amended, the Company is authorized and has available a total of 270,000,000 shares of stock, consisting of (i) 250,000,000 shares of Class A common stock, par value $0.00001 per share, (ii) — shares of Class B common stock, par value $0.00001 per share, and (iii) 20,000,000 shares of Series A preferred stock, par value $0.00001 per share. Each share of Series A preferred stock is non-voting and 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, into 0.56 shares of Class A common stock. The Series A preferred stock is senior to the Company’s common stock with respect to dividends and liquidation distributions. In the event of a liquidation, dissolution, or winding up of the Company, holders of Series A preferred stock are entitled to receive, before any payment to common stockholders, the greater of the $20.80 per share of Series A preferred stock or the as-converted value based on conversion into shares of Class A common stock. Holders are entitled to dividends on an as-converted basis, proportionate to any dividends declared on common stock, which are discretionary and non-cumulative. The Series A preferred stock is classified as permanent equity under ASC Topic 480, as it is not mandatorily redeemable and lacks redemption triggers outside of a final liquidation event. Also on the effective date of the reverse stock split, all options, warrants and other convertible securities of the Company outstanding immediately prior to the reverse stock split were adjusted by dividing the number of shares of Class A common stock into which the options, warrants and other convertible securities were exercisable or convertible by 17.85 and multiplying the exercise or conversion price thereof by 17.85, all in accordance with the terms of the plans, agreements or arrangements governing such options, warrants and other convertible securities and subject to rounding to the nearest whole share. Such proportional adjustments were also made to the number of shares and RSUs issued and issuable under the Company’s equity compensation plan. The Company has retroactively adjusted all periods presented for the effects of the December 2025 1-for-17.85 reverse stock split. Shares issued in settlement of accounts payable and customer deposits During the year ended December 31, 2025, excluding the Baker & McKenzie LLP settlement discussed below, the Company settled $0.4 million of accounts payable and one deposit with several vendors and one customer, respectively, through the issuance of 14,737 shares of Class A common stock. The fair value of the shares issued was determined to be $0.4 million based on the closing price of the Class A common stock on the settlement dates and no gain or loss on extinguishment was recognized as fair value was equal to the carrying amount of the liabilities settled. December 2025 Warrant Inducement On December 9, 2025, the Company entered into a warrant inducement agreement (the “December 2025 Warrant Inducement”) with an investor who was holding the August 2025 Warrants (see discussion of the August 2025 Warrant Inducement below). Pursuant to the December 2025 Warrant Inducement, on December 9, 2025, the investor agreed to exercise for cash all 272,385 of the August 2025 Warrants at an exercise price of $13.74 per share. The investor paid gross proceeds of $3.7 million, before deducting offering fees and other expenses of $0.3 million payable by the Company. Prior to entering into the December 2025 Warrant Inducement, the August 2025 Warrants were immediately exercisable at an exercise price of $19.81 per share. Net proceeds of $3.4 million from the exercise of the August 2025 Warrants was recorded to additional paid-in capital. The Company determined the fair value of the August 2025 Warrants immediately before and after modification by using a BSM option pricing model and the inducement exercise price of $13.74 per share, respectively, and determined an incremental increase in fair value of approximately $1.5 million. In accordance with ASC Topic 815 guidance on equity classified warrant modifications, the incremental change in fair value of the August 2025 Warrants was accounted for as an additional equity issuance cost for the December 2025 Warrant Inducement, which was recorded to additional paid-in capital. The significant inputs into the BSM option pricing model immediately before modification date are as follows:
The Company agreed to issue new warrants to purchase up to 408,577 shares of Class A common stock, with an exercise price of $13.74 per share (the “December 2025 Warrants”), in consideration of the investor’s agreement to exercise the August 2025 Warrants. The December 2025 Warrants were exercisable immediately after issuance and expire five years from the date of issuance. The December 2025 Warrants meet the requirements for equity classification. The Company determined the fair value of the December 2025 Warrants at issuance by using a BSM option pricing model, with the following assumptions:
The Company may not effect the exercise of certain December 2025 Warrants, and the investor will not be entitled to exercise any portion of any such December 2025 Warrant, which, upon giving effect to such exercise, would cause the aggregate number of shares of Class A common stock beneficially owned by the investor of such December 2025 Warrants (together with its affiliates) to exceed 4.99% of the number of shares of Class A common stock outstanding immediately after giving effect to the exercise, as such percentage ownership is determined in accordance with the terms of such December 2025 Warrants. In connection with the December 2025 Warrant Inducement, the Company also agreed to amend the October 2025 Warrants (see discussion of the October 2025 Warrant Inducement below) to purchase up to an aggregate of 418,466 shares of Class A common stock at an exercise price of $25.53 per share. Prior to amendment, the October 2025 Warrants had a termination date of October 15, 2030. The October 2025 Warrants were amended on December 9, 2025, to have a reduced exercise price of $13.74 per share and will expire five years from the date of stockholder approval. The Company estimated the fair value of the October 2025 Warrants immediately before and after modification using the BSM option pricing model and determined an incremental increase in fair value of approximately $0.6 million. In accordance with ASC Topic 815 guidance on equity classified warrant modifications, the incremental change in fair value of the October 2025 Warrants was accounted for as an additional equity issuance cost for the December 2025 Warrant Inducement, which was recorded to additional paid-in-capital. The significant inputs into the BSM option pricing model before and after the modification date are as follows:
October 2025 Warrant Inducement Agreement On October 14, 2025, the Company entered into a warrant inducement agreement (the “October 2025 Warrant Inducement”) with an investor who was holding the March 2025 Warrants (see discussion of the March 2025 Warrant Inducement below) and the July 2025 Warrants (see discussion of the July 2025 Offering below). Pursuant to the October 2025 Warrant Inducement, on October 14, 2025, the investor agreed to exercise for cash (i) 120,049 of the March 2025 Warrants at an exercise price of $25.53 per share and (ii) 158,929 of the July 2025 Warrants at an exercise price of $25.17 per share. The investor paid gross proceeds of $7.1 million, before deducting offering fees and other expenses of $0.5 million payable by the Company. Prior to entering into the October 2025 Warrant Inducement, the March 2025 Warrants and July 2025 Warrants were immediately exercisable at an exercise price of $35.70 per share and $25.17 per share, respectively. Net proceeds of $6.6 million from the exercise of the March 2025 Warrants and the July 2025 Warrants was recorded to additional paid-in capital. The Company determined the fair value of the March 2025 Warrants and the July 2025 Warrants immediately before modification by using a BSM option pricing model and immediately after modification by using the inducement exercise prices of $25.53 per share and $25.17 per share, respectively. The Company determined an incremental aggregate increase in fair value of approximately $1.3 million. In accordance with ASC Topic 815 guidance on equity classified warrant modifications, the incremental change in fair value of the March 2025 Warrants and the July 2025 Warrants was accounted for as an additional equity issuance cost for the October 2025 Warrant Inducement, which was recorded to additional paid-in capital. The significant inputs into the BSM option pricing model immediately before the modification date are as follows:
The Company agreed to issue new warrants to purchase up to 418,466 shares of Class A common stock, with an exercise price of $25.53 per share (the “October 2025 Warrants”), in consideration of the investor’s agreement to exercise the March 2025 Warrants and July 2025 Warrants. The October 2025 Warrants are exercisable immediately after stockholder approval and will expire five years from the date of stockholder approval. The October 2025 Warrants meet the requirements for equity classification. The Company determined the fair value of the October 2025 Warrants at issuance by using a BSM option pricing model, with the following assumptions:
The Company may not effect the exercise of certain October 2025 Warrants, and the investor will not be entitled to exercise any portion of any such October 2025 Warrants, which, upon giving effect to such exercise, would cause the aggregate number of shares of Class A common stock beneficially owned by the investor of such October 2025 Warrants (together with its affiliates) to exceed 9.99% of the number of shares of Class A common stock outstanding immediately after giving effect to the exercise, as such percentage ownership is determined in accordance with the terms of such October 2025 Warrants. Baker & McKenzie LLP Settlement On September 30, 2025, the Company entered into a General Release and Settlement Agreement (the “Settlement Agreement”) with Baker & McKenzie LLP (“B&M”) to settle an obligation of $1.1 million owed by the Company to B&M. Pursuant to the Settlement Agreement, the Company agreed to (i) pay B&M $0.1 million in cash and (ii) enter into a Securities Purchase Agreement (the “B&M SPA”) to issue to B&M 32,527 Class A common stock and pre-funded warrants to purchase 19,210 shares of Class A common stock (the “B&M Pre-funded Warrants”). The B&M Pre‑funded Warrants have an exercise price of $0.00001 per share and are exercisable any time after the issuance, and will not expire until exercised. The Company evaluated the issuance of the B&M Pre-funded Warrants under ASC Topic 718 and determined that they are equity classified and should be measured at their grant-date fair value, with the related expense recognized immediately upon issuance, as the underlying services were fully rendered prior to grant. The fair value of the shares and B&M Pre-funded Warrants issued was determined to be $1.2 million, based on the closing price of the Class A common stock on the settlement date, resulting in $0.1 million of additional expense recognized for the difference between the fair value shares and pre-funded warrants and the carrying amount of the liability settled. September 2025 Equity Line of Credit As part of the September 2025 Private Placement, on September 25, 2025, the Company entered into an equity purchase agreement (the “ELOC”) with an investor and a registration rights agreement, pursuant to which the Company has the right, but not the obligation, to direct the investor to purchase up to $50.0 million in shares of Class A common stock, subject to certain limitations and conditions set forth in the ELOC, including the requirement that the trading price of the Class A common stock as listed on Nasdaq is at or above 106% of the purchase price, with a purchase price of $22.13 per share to be paid by the investor. The Company will control the timing and amount of any sale of shares pursuant to the ELOC. The term of the ELOC began on September 25, 2025, and will end on the earlier of (i) the date on which the investor shall have purchased shares of Class A common stock equal to $50.0 million, (ii) 36 months from September 30, 2025, the date the Registration Statement on Form S-3 was declared effective, (iii) written notice of termination by the Company to the investor (which shall not occur at any time that the investor holds any of the shares of Class A common stock purchased under the ELOC, or within 30 days of the sale to the investor of shares of Class A common stock pursuant to the ELOC), or (iv) written notice of termination by the investor to the Company. The ELOC represents a forward contract for the sale of Class A common stock and the Company will record sales of the Class A common stock under the ELOC as they occur. In consideration for the investor’s execution and delivery of, and performance under, the ELOC, the Company issued prefunded warrants to purchase 37,816 shares of Class A common stock (the “ELOC Pre-funded Warrants”). The ELOC Pre-funded Warrants have an exercise price of $0.00001 per share and are exercisable any time after issuance, and will not expire until exercised. Unless the ELOC is terminated by January 26, 2026, the number of exercisable prefunded warrants will increase to 42,017 shares. The ELOC Pre-funded Warrants are liability classified. The ELOC Pre-funded Warrants were initially measured at a fair value of $0.8 million on the issuance date, based on the closing price of the Class A common stock on the issuance date, with a corresponding allocation from the proceeds of the September 2025 Private Placement (see Note 8). The ELOC Pre-funded Warrants liability is recorded at fair value and marked-to-market each reporting period with changes in fair value being reflected in earnings. On November 21, 2025, the Company issued 37,816 shares of Class A common stock as a result of all of the ELOC Pre-funded Warrants being exercised and the Company received an immaterial amount of cash proceeds. The Company recognized $0.4 million in change in fair value of warrant liability in the consolidated statements of operations during the year ended December 31, 2025, related to the ELOC Pre-funded Warrants prior to exercise and, upon exercise, $0.4 million was recorded to additional paid-in capital. On December 23, 2025, the Company entered into a First Amendment to the ELOC (the “ELOC Amendment”) with the investor. The ELOC Amendment modified the purchase price mechanism for shares issuable upon delivery of a put notice from a fixed price of $1.24 per share to a variable price equal to 94% of the lowest trading price of the Class A common stock reported during the three consecutive trading days commencing on the date the applicable put notice is delivered. No shares were sold under the ELOC, as amended, during the year ended December 31, 2025. At-The-Market Offering On September 19, 2025, the Company entered into an At-the-Market Equity Offering Sales Agreement with AGP (the “ATM Sales Agreement”). Pursuant to the ATM Sales Agreement, the Company may sell, from time to time, at its option, up to $7.4 million in aggregate principal amount of an indeterminate amount of shares of the Class A common stock through AGP acting as sales agent. If the Company’s public float increases such that it may sell additional amounts under the ATM Sales Agreement and the Registration Statement (as defined below), the Company may file supplements to the prospectus included in the Registration Statement prior to making additional sales. Any shares of Class A common stock to be offered and sold under the ATM Sales Agreement will be issued and sold (i) by methods deemed to be an “at-the-market offering” as defined in Rule 415(a)(4) promulgated under the Securities Act, or in negotiated transactions, if authorized by the Company, and (ii) pursuant to, and only upon the effectiveness of, a Registration Statement on Form S-3 filed by the Company with the SEC on September 22, 2025 for an offering of up to $50.0 million of various securities, including shares of the Company’s Class A common stock, preferred stock, debt securities, warrants and/or units for sale to the public in one or more public offerings (the “Registration Statement”). Under the ATM Sales Agreement, AGP will be entitled to compensation at a commission rate of up to 3.0% of the gross sales price per share sold. On October 10, 2025, October 20, 2025, and December 12, 2025, the Company filed prospectus supplements to the Registration Statement increasing the aggregate principal amount to $9.2 million, $13.0 million, and $17.4 million, respectively. During the year ended December 31, 2025, the Company issued 757,193 shares of Class A common stock under the ATM Sales Agreement for gross proceeds of $13.6 million, before deducting estimated issuance costs of $0.5 million. The Company subsequently filed additional prospectus supplements to the Registration Statement increasing the aggregate principal amount (see Note 17). The sales of Class A common stock under the ATM Sales Agreement triggered the downround provisions for each of the previously issued December 2024 Wolverine Warrants, Initial Tranche Warrants, and Second Tranche Warrants on December 2, 2025, December 19, 2025, and December 31, 2025. The Company recorded an aggregate deemed dividend of $0.1 million as a result of these downround adjustments, which were calculated using the BSM option pricing model with the following assumptions:
August 2025 Warrant Inducement On August 13, 2025, the Company entered into a warrant inducement agreement (the “August 2025 Warrant Inducement”) with an investor who was holding the February 2025 Warrants (see discussion of the February 2025 Offering below) and the Investor Modified Warrants (see discussion of the July 2025 Offering below). Pursuant to the August 2025 Warrant Inducement, on August 13, 2025, the investor agreed to exercise for cash (i) 71,367 of the February 2025 Warrants at an exercise price of $19.81 per share and (ii) 64,826 of the remaining Investor Modified Warrants at an exercise price of $19.81 per share. The investor paid gross proceeds of $2.7 million, before deducting offering fees and other expenses of $0.3 million payable by the Company. Prior to entering into the August 2025 Warrant Inducement, the February 2025 Warrants and Investor were immediately exercisable at an exercise price of $67.83 per share and $25.17 per share, respectively. Net proceeds of $2.4 million from the exercise of the February 2025 Warrants and the Investor Modified Warrants was recorded to additional paid-in capital. The Company determined the fair value of the February 2025 Warrants and the Investor Modified Warrants immediately before modification by using a BSM option pricing model and immediately after modification by using the inducement exercise price of $19.81 per share. The Company determined there was a decrease in the fair value of the February 2025 Warrants and the Investor Modified Warrants. In accordance with ASC Topic 815 guidance on equity classified warrant modifications, a decrease in fair value is not recognized. The significant inputs into the BSM option pricing model immediately before the modification date are as follows:
The Company agreed to issue new warrants to purchase up to 272,385 shares of Class A common stock, with an exercise price of $19.81 per share (the “August 2025 Warrants”), in consideration of the investor’s agreement to exercise the February 2025 Warrants and the Investor Modified Warrants. The August 2025 Warrants were exercisable immediately after issuance and expire five years from the date of issuance. The August 2025 Warrants meet the requirements for equity classification. The Company determined the fair value of the August 2025 Warrants at issuance by using a BSM option pricing model, with the following assumptions:
The Company may not effect the exercise of certain August 2025 Warrants, and the investor will not be entitled to exercise any portion of any such August 2025 Warrants, which, upon giving effect to such exercise, would cause the aggregate number of shares of Class A common stock beneficially owned by the investor of such August 2025 Warrants (together with its affiliates) to exceed 4.99% of the number of shares of Class A common stock outstanding immediately after giving effect to the exercise, as such percentage ownership is determined in accordance with the terms of such August 2025 Warrants. July 2025 Public Offering On July 01, 2025, the Company consummated a “best efforts” public offering (the “July 2025 Offering”) of an aggregate of (i) 38,096 shares of Class A common stock at a purchase price of $25.17 per share, (ii) pre-funded warrants (the “July 2025 Pre-funded Warrants”) to purchase 120,834 shares of Class A common stock, and (iii) warrants to purchase 158,925 shares of Class A common stock (the “July 2025 Warrants”). The purchase price of each July 2025 Pre-funded Warrant was equal to the price per share of Class A common stock being sold in the July 2025 Offering minus $0.00001. The July 2025 Pre-funded Warrants have an exercise price of $0.00001 per share and are exercisable any time after the issuance, and will not expire until exercised. The July 2025 Warrants have an exercise price per share of Class A common stock equal to $25.17 per share and will expire five years from the date of issuance. The July 2025 Offering closed on July 01, 2025. Both the July 2025 Pre-funded Warrants and the July 2025 Warrants meet the requirements for equity classification. The Company received aggregate gross proceeds from the July 2025 Offering of approximately $4.0 million, before deducting issuance costs of $0.6 million. Net proceeds of $3.4 million from the July 2025 Offering was recorded to additional paid-in-capital. In connection with the July 2025 Offering, the Company entered into a Securities Purchase Agreement with a single institutional investor, pursuant to which the Company agreed not to effect or enter into an agreement to effect any issuance by the Company or any of its subsidiaries of shares of common stock or common stock equivalents for a period of 45 days and will not effect or enter into an agreement to effect any issuance by the Company or any of its subsidiaries of shares of common stock or common stock equivalents (or a combination of units thereof) involving a variable rate transaction for a period of 3 months after July 1, 2025, subject to certain exceptions. The Company estimated the fair value of the July 2025 Pre-funded Warrants based on the fair value of the Company’s Class A common stock from the issuance date, less the $0.00001 exercise price. Also in connection with the July 2025 Offering, the Company agreed to amend the remaining Investor Modified Warrants still outstanding (see discussion of the March 2025 Warrant Inducement below) to purchase up to an aggregate of 64,826 shares of Class A common stock. Prior to amendment, the Investor Modified Warrants had an exercise price of $67.83 per share and a termination date of February 11, 2030. Upon amendment, each of the Investor Modified Warrants had a reduced exercise price of $25.17 per share and a termination date of July 1, 2030. The Company estimated the fair value of the Investor Modified Warrants immediately before and after modification using the BSM option pricing model and determined an incremental increase in fair value of approximately $0.4 million. In accordance with ASC Topic 815 guidance on equity classified warrant modifications, the incremental change in fair value of the Investor Modified Warrants was accounted for as an additional equity issuance cost for the July 2025 Offering, which was recorded to additional paid-in-capital. The significant inputs into the BSM option pricing model before and after the modification date are as follows:
Subsequent to the July 2025 Offering, during the year ended December 31, 2025, the Company issued 120,834 shares of Class A common stock as a result of all of the July 2025 Pre-funded Warrants being exercised and the Company received an immaterial amount of cash proceeds. Master Services Agreement with Velo3D, Inc. On April 12, 2025, the Company entered into a Master Services Agreement (the “MSA”) with Velo3D, Inc. (“VLD”), a provider of additive manufacturing solutions, also referred to as 3D printing, pursuant to which VLD will provide services to design and produce components and systems that will be utilized by the Company or its customers in its spacecraft, systems, and components. The MSA has a term of five years and provides the Company with priority access to manufacturing capacity equivalent to approximately $3,000,000 annually, corresponding to the output of two Sapphire XC 3D metal printers or comparable equipment. If the Company does not fully utilize this capacity in a given year, it may receive credits equal to 20% of the unused value (net of service fees paid) in the first year and 50% thereafter. The Company has an option to purchase the equipment after the second anniversary of the MSA at 70% of its amortized value. In exchange for the services, the Company issued an aggregate of 26,749 shares of Class A common stock and 673,408 shares of Series A preferred stock. The grant-date fair value of the equity issued was determined to be $10.7 million, based upon the enterprise value of the company on the date of the transaction and considering the quoted market price of the Class A common stock on the issuance date for the common shares issued and, for the Series A preferred stock, an as-converted basis using the same closing price adjusted for its conversion ratio and features. A Discount for Lack of Marketability (“DLOM”) was applied to the aggregate valuation. This discount was determined based on certain assumptions, including a volatility rate of 45.0% per year and a length of holding period restriction of 0.5 years. The Company evaluated the issuance of these shares under ASC Topic 718 and determined that shares were equity classified and, at contract inception, there was no recognition required related to the MSA as no goods or services had been delivered. The credit provision related to unused capacity was determined to be an embedded derivative under ASC Topic 815 (the “Credit Provision Derivative”). The Credit Provision Derivative was bifurcated from the contract and is recorded at fair value and marked-to-market each reporting period with changes in fair value being reflected in earnings. As of the inception date, the Credit Provision Derivative was valued at zero. On August 14, 2025, the Company irrevocably waived its right under the MSA to cancel shares of the Company’s capital stock held by VLD upon expiration or termination of the MSA (the “VLD Amendment”). The shares of Series A preferred stock held by VLD are fully vested and non-forfeitable. This amendment was accounted for as a Type I Modification under ASC Topic 718 and the Company recognized the grant-date fair value of $10.7 million immediately as a prepaid asset. Of the $10.7 million recognized on August 14, 2025, $2.1 million was recorded within prepaids and other current assets and $8.6 million was recorded within other non-current assets in our consolidated balance sheets. As only term that changed as a result of the VLD Amendment was related to vesting, there was no change in fair value of the equity issued as a result of the amendment and no incremental fair value recognized. The prepaid asset will be amortized to expense over the 5 year period of the MSA as services are provided to the Company. On October 17, 2025, VLD converted 126,000 shares of the Company’s Series A preferred stock into 70,588 shares of Class A common stock. During the year ended December 31, 2025, the Company only received $0.1 million out of the $3.0 million annual prepayment of services from VLD. The Company determined that $1.7 million of the prepaid services will not be utilized in the first annual period of the MSA and are thus not recoverable as of December 31, 2025. As a result, $1.7 million of prepaid design and productions services were written off and recognized as an impairment loss in selling, general and administrative expenses in the consolidated statements of operations during the year ended December 31, 2025. In relation to this underutilization of prepaid services, the recognized loss was partially offset by $0.2 million of other income recognized in other expense in the consolidated statements of operations during the year ended December 31, 2025, for a recognized increase in the fair value of the Credit Provision Derivative of $0.2 million as of December 31, 2025. The Credit Provision Derivative asset is recorded in prepaids and other current assets in the consolidated balance sheets. March 2025 Warrant Inducement On March 20, 2025, the Company entered into a warrant inducement agreement (the “March 2025 Warrant Inducement”) with an investor who was holding the Investor Modified Warrants (see discussion of the February 2025 Offering below). Pursuant to the March 2025 Warrant Inducement, on March 21, 2025, the investor agreed to exercise for cash 60,025 of the Investor Modified Warrants at an exercise price of $34.45 per share. The investor paid gross proceeds of $2.1 million, before deducting offering fees and other expenses of $0.2 million payable by the Company. Prior to entering into the March 2025 Warrant Inducement, the Investor Modified Warrants were immediately exercisable at an exercise price of $67.83 per share. Net proceeds of $1.9 million from the exercise of the Investor Modified Warrants was recorded to additional paid-in capital. The Company agreed to issue new warrants to purchase up to 120,049 shares of Class A common stock, with an exercise price of $35.70 per share (the “March 2025 Warrants”), in consideration of the investor’s agreement to exercise the Investor Modified Warrants. The March 2025 Warrants were exercisable immediately after issuance and expire five years from the date of issuance. The March 2025 Warrants meet the requirements for equity classification. The Company may not effect the exercise of certain March 2025 Warrants, and the investor will not be entitled to exercise any portion of any such March 2025 Warrants, which, upon giving effect to such exercise, would cause the aggregate number of shares of Class A common stock beneficially owned by the investor of such March 2025 Warrants (together with its affiliates) to exceed 4.99% of the number of shares of Class A common stock outstanding immediately after giving effect to the exercise, as such percentage ownership is determined in accordance with the terms of such March 2025 Warrants. On March 24, 2025, only 18,544 shares of Class A common stock were delivered to the investor due to beneficial ownership limitations upon the exercise of the Investor Modified Warrants. The remaining 41,481 shares were subsequently delivered to the investor during the year ended December 31, 2025. February 2025 Public Offering On February 11, 2025, the Company consummated a “best efforts” public offering (the “February 2025 Offering”) of an aggregate of (i) 16,807 shares of Class A common stock at a purchase price of $70.06 per share, (ii) pre‑funded warrants (the “February 2025 Pre-funded Warrants”) to purchase 54,560 shares of Class A common stock, and (iii) warrants to purchase 71,367 shares of Class A common stock (the “February 2025 Warrants”). The purchase price of each February 2025 Pre-funded Warrant was equal to the price per share of Class A common stock being sold in the February 2025 Offering minus $0.00001. The February 2025 Pre-funded Warrants have an exercise price of $0.00001 per share and are exercisable any time after the issuance, and will not expire until exercised. The February 2025 Warrants have an exercise price per share of Class A common stock equal to $67.83 and will expire five years from the date of issuance. The February 2025 Offering closed on February 11, 2025. Both the February 2025 Pre-funded Warrants and the February 2025 Warrants meet the requirements for equity classification. The Company received aggregate gross proceeds from the February 2025 Offering of approximately $5.0 million, before deducting estimated issuance costs of $0.6 million. Net proceeds of $4.4 million from the February 2025 Offering was recorded to additional paid-in-capital. In connection with the February 2025 Offering, the Company entered into a securities purchase agreement with a single institutional investor, pursuant to which the Company agreed not to effect or enter into an agreement to effect any issuance by the Company or any of its subsidiaries of shares of common stock or common stock equivalents for a period of 30 days and would not effect or enter into an agreement to effect any issuance by the Company or any of its subsidiaries of shares of common stock or common stock equivalents (or a combination of units thereof) involving a variable rate transaction for a period of 6 months after February 11, 2025, subject to certain exceptions. Also in connection with the February 2025 Offering, the Company entered into a Placement Agency Agreement on February 11, 2025, with the agency that assisted with the February 2025 Offering. The Company paid a cash placement agent commission equal to 7.0% of gross proceeds from the February 2025 Offering and issued warrants (the “February 2025 Placement Agent Warrants”) to purchase 3,569 shares of Class A common stock at an exercise price of $77.07, exercisable immediately upon issuance. The February 2025 Placement Agent Warrants will expire five years from the date of issuance. The Company estimated the fair value of the February 2025 Pre-funded Warrants based on the fair value of the Company’s Class A common stock from the issuance date, less the $0.00001 exercise price. Additionally, in connection with the February 2025 Offering, the Company agreed to amend the September 2024 Class A Warrants, September 2024 Class B Warrants (see discussion of the September 2024 Offering below), December 2024 Warrants (see discussion of the December 2024 Offering below), and Investor Warrants (collectively, the “Investor Modified Warrants”) to purchase up to an aggregate of 40,017, 20,009, 44,818, and 20,009 shares of Class A common stock, respectively. Prior to amendment, the September 2024 Class A Warrants, September 2024 Class B Warrants, and Investor Warrants had an exercise price of $143.69 per share and the December 2024 Warrants had an exercise price of $108.53 per share. The September 2024 Class A Warrants, September 2024 Class B Warrants, December 2024 Warrants, and Investor Warrants had termination dates of March 17, 2030, March 17, 2026, December 18, 2029, and April 24, 2030, respectively. Upon amendment, each of the Investor Modified Warrants had a reduced exercise price of $67.83 per share and a termination date of February 11, 2030. Subsequent to the February 2025 Offering, during the year ended December 31, 2025, the Company issued 54,560 shares of Class A common stock as a result of all of the February 2025 Pre-funded Warrants being exercised and the Company received an immaterial amount of cash proceeds. December 2024 Securities Purchase Agreement On December 17, 2024, the Company entered into a Securities Purchase Agreement with an investor, pursuant to which the Company issued and sold to the investor in a registered direct offering (the “December 2024 Offering”) (i) 12,886 shares of Class A common stock at a purchase price of $110.67 per share, (ii) pre-funded warrants (the “December 2024 Pre-funded Warrants”) to purchase 31,933 shares of Class A common stock, and (iii) warrants to purchase 44,818 shares of Class A common stock (the “December 2024 Warrants”). The purchase price of each December 2024 Pre-funded Warrant was equal to the price per share of Class A common stock being sold in the December 2024 Offering minus $0.00001. The December 2024 Pre-funded Warrants have an exercise price of $0.00001 per share and are exercisable any time after the issuance, and will not expire until exercised. The December 2024 Warrants have an exercise price per share of Class A common stock equal to $108.53 and will expire five years from the date of issuance. The December 2024 Offering closed on December 18, 2024. Both the December 2024 Pre-funded Warrants and the December 2024 Warrants meet the requirements for equity classification. The Company received aggregate gross proceeds from the December 2024 Offering of approximately $5.0 million, before deducting estimated issuance costs of $0.5 million. Net proceeds of $4.4 million from the December 2024 Offering was recorded to additional paid-in-capital. In connection with the December 2024 Offering, the Company entered into a Placement Agency Agreement on December 17, 2024, with the agency that assisted with the December 2024 Offering. The Company paid a cash placement agent commission equal to 7.0% of gross proceeds from the December 2024 Offering and issued warrants (the “December 2024 Placement Agent Warrants”) to purchase 2,241 shares of Class A common stock at an exercise price of $121.74 per share, exercisable immediately upon issuance. The December 2024 Placement Agent Warrants will expire five years from the date of issuance. The $0.3 million fair value of the December 2024 Placement Agent Warrants was accounted for as an additional equity issuance cost for the December 2024 Offering, which was recorded to additional paid‑in‑capital. The Company estimated the fair value of the December 2024 Pre-funded Warrants based on the fair value of the Company’s Class A common stock from the issuance date, less the $0.00001 exercise price. The Company estimated the fair value of the December 2024 Warrants and the December 2024 Placement Agent Warrants using the BSM option pricing model. The significant inputs into the BSM option pricing model at the initial recognition date are as follows:
Subsequent to the December 2024 Offering, during the year ended December 31, 2024, the Company issued 20,561 shares of Class A common stock as a result of the exercise of some of the December 2024 Pre-funded Warrants. The Company issued 11,373 shares of Class A common stock as a result of the exercise of the remaining December 2024 Pre-funded Warrants in January 2025. The Company received an immaterial amount of cash proceeds from the exercise of the December 2024 Pre-funded Warrants. September 2024 Securities Purchase Agreement On September 15, 2024, the Company entered into a Securities Purchase Agreement with an investor, pursuant to which the Company issued and sold to an investor in a private placement transaction (the “September 2024 Offering”), (i) pre-funded warrants (the “September 2024 Pre-funded Warrants”) to purchase 20,009 shares of the Company’s Class A common stock at a purchase price of $137.45 per share, (ii) Class A warrants to purchase 40,017 shares of Class A common stock (the “September 2024 Class A Warrants”), and (iii) Class B warrants to purchase 20,009 shares of Class A common stock (the “September 2024 Class B Warrants” and, collectively with the September 2024 Class A Warrants, the “September 2024 Warrants”). The September 2024 Pre-funded Warrants have an exercise price of $0.00001 per share and are exercisable any time after issuance, and will not expire until exercised. The September 2024 Warrants have an exercise price per share of Class A common stock equal to $143.69. The September 2024 Class A Warrants will expire on March 17, 2030, and the September 2024 Class B Warrants will expire on March 17, 2026. The investor may not exercise the September 2024 Warrants until 6 months after the original issuance date of the September 2024 Warrants. The September 2024 Offering closed on September 17, 2024. Both the September 2024 Pre-funded Warrants and the September 2024 Warrants meet the requirements for equity classification. The Company received aggregate gross proceeds from the September 2024 Offering of approximately $2.8 million, before deducting estimated placement agent commissions and expenses of $0.3 million. Net proceeds of $2.4 million from the September 2024 Offering was recorded to additional paid-in-capital. In connection with the September 2024 Offering, the Company entered into a Placement Agency Agreement on September 15, 2024, with the agency that assisted with the September 2024 Offering. The Company paid a cash placement agent commission equal to 7.0% of gross proceeds from the September 2024 Offering and issued warrants (the “September 2024 Placement Agent Warrants”) to purchase 1,001 shares of Class A common stock and 1,001 shares of Class B common stock at an exercise price of $158.06 per share, exercisable commencing on or after March 14, 2025. One half of the September 2024 Placement Agent Warrants have a term of 18 months from the date of issuance and the other half have a term of five years from the date of issuance. The $0.1 million fair value of the September 2024 Placement Agent Warrants was accounted for as an additional equity issuance cost for the September 2024 Offering, which was recorded to additional paid-in-capital. The Company estimated the fair value of the September 2024 Pre-Funded Warrants based on the fair value of the Company’s Class A common stock from the issuance date, less the $0.00001 exercise price. The Company estimated the fair value of the September 2024 Warrants and the September 2024 Placement Agent using the BSM option pricing model. The significant inputs into the BSM option pricing model at the initial recognition date are as follows:
Subsequent to the September 2024 Offering, during the year ended December 31, 2024, the Company issued 20,009 shares of Class A common stock as a result of all of the September 2024 Pre-funded Warrants being exercised and the Company received an immaterial amount of cash proceeds. Cashless Exercise of Warrants In August 2024, the Company issued 35,700 shares of Class A common stock in connection with the cashless exercise of certain outstanding warrants (see discussion of each type of warrants below). March 2024 Securities Purchase Agreement On March 4, 2024, the Company entered into a Securities Purchase Agreement, with an investor, pursuant to which the Company issued and sold to the investor in a registered direct offering (the “March 2024 Offering”), (i) an aggregate of 5,283 shares of the Company’s Class A common stock at a purchase price of $216.16 per share, (ii) pre‑funded warrants (the “March 2024 Pre-funded Warrants”) to purchase 13,223 shares of the Company’s Class A common stock, and (iii) warrants to purchase 18,505 shares of Class A common stock (the “March 2024 Warrants”). The purchase price of each March 2024 Pre-funded Warrant was equal to the price per share of Class A common stock being sold in the March 2024 Offering minus $0.00001. The March 2024 Pre-funded Warrants have an exercise price of $0.00001 per share and are exercisable any time after the issuance, and will not expire until exercised. The March 2024 Warrants have an exercise price per share of Class A common stock equal to $184.93 per share and will expire five years from the date of issuance. The March 2024 Offering closed on March 7, 2024. Both the March 2024 Pre-funded Warrants and the March 2024 Warrants meet the requirements for equity classification. The Company received aggregate gross proceeds from the March 2024 Offering of approximately $4.0 million, before deducting estimated issuance costs of $0.5 million. Net proceeds of $3.5 million from the March 2024 Offering were recorded to additional paid-in-capital. The Company estimated the fair value of the March Pre-Funded Warrants based on the fair value of the Company’s Class A common stock from the issuance date, less the $0.00001 exercise price. The Company estimated the fair value of the March Warrants using the BSM option pricing model. The significant inputs into the BSM option pricing model at the initial recognition date are as follows:
In connection with the March 2024 Offering, the Company agreed to amend the January 2024 Warrants (see discussion of the January 2024 Offering below) to purchase up to an aggregate of 14,754 shares of Class A common stock at an exercise price of $239.90 per share. Prior to amendment, the January 2024 Warrants had a termination date of January 17, 2029. Upon shareholder approval of the amendment, the January 2024 Warrants had a reduced exercise price of $184.93 per share and a termination date of June 28, 2029. The Company estimated the fair value of the January 2024 Warrants immediately before and after modification using the BSM option pricing model and determined an incremental increase in fair value of approximately $0.1 million. In accordance with ASC Topic 815 guidance on equity classified warrant modifications, the incremental change in fair value of the January 2024 Warrants was accounted for as an additional equity issuance cost for the March 2024 Offering, which was recorded to additional paid-in-capital. The significant inputs into the BSM option pricing model before and after the modification date are as follows:
Subsequent to the March 2024 Offering, during the year ended December 31, 2024, the Company issued 13,223 shares of Class A common stock as a result of all of the March 2024 Pre-funded Warrants being exercised and the Company received an immaterial amount of cash proceeds. January 2024 Securities Purchase Agreement On January 12, 2024, the Company entered into a Securities Purchase Agreement, with an investor, pursuant to which the Company issued and sold to the investor in a registered direct offering (the “January 2024 Offering”), (i) an aggregate of 3,602 shares of the Company’s Class A common stock at a purchase price of $271.14 per share, (ii) pre-funded warrants (the “January 2024 Pre-funded Warrants”) to purchase 11,153 shares of the Company’s Class A common stock, and (iii) warrants to purchase 14,754 shares of Class A common stock (the “January 2024 Warrants”). The purchase price of each January 2024 Pre-funded Warrant was equal to the price per share of Class A common stock being sold in the January 2024 Offering minus $0.00001. The January 2024 Pre-funded Warrants have an exercise price of $0.00001 per share and are exercisable any time after the issuance, and will not expire until exercised. The January 2024 Warrants have an exercise price per share of Class A common stock equal to $239.90 per share and will expire five years from the date of issuance. The January 2024 Offering closed on January 17, 2024. Both the January 2024 Pre-funded Warrants and the January 2024 Warrants meet the requirements for equity classification. The Company received aggregate gross proceeds from the January 2024 Offering of approximately $4.0 million, before deducting estimated issuance costs of $0.4 million. Net proceeds of $3.6 million from the January 2024 Offering were recorded to additional paid-in-capital. The Company estimated the fair value of the January Pre-funded Warrants based on the fair value of the Company’s Class A common stock on the issuance date, less the $0.00001 exercise price. The Company estimated the fair value of the January 2024 Warrants using the BSM option pricing model. The significant inputs into the BSM option pricing model at the initial recognition date are as follows:
In connection with the January 2024 Offering, the Company agreed to amend each of the warrants issued in November 2023 to purchase up to an aggregate of 23,244 shares of Class A common stock at an exercise price of $964.61 per share (the “November 2023 Modified Warrants”). Prior to amendment, the November 2023 Modified Warrants had a termination date of November 9, 2028. The November 2023 Modified Warrants were amended on May 9, 2024, to have a reduced exercise price of $136.02 per share and a termination date of May 9, 2029. The Company estimated the fair value of the November 2023 Modified Warrants immediately before and after modification using the BSM option pricing model and determined an incremental increase in fair value of approximately $1.2 million. In accordance with ASC Topic 815 guidance on equity classified warrant modifications, the incremental change in fair value of the November 2023 Modified Warrants was accounted for as an additional equity issuance cost for the January 2024 Offering, which was recorded to additional paid-in-capital. The significant inputs into the BSM option pricing model before and after the modification date are as follows:
Subsequent to the January 2024 Offering, during the year ended December 31, 2024, the Company issued 11,153 shares of Class A common stock as a result of all of the January 2024 Pre-funded Warrants being exercised and the Company received an immaterial amount of cash proceeds. Public and Private Warrants As of December 31, 2025, the Company had Public and Private Warrants outstanding to purchase 691 shares and 903 shares of Class A common stock, respectively, related to the Business Combination. The warrants entitle the registered holder to purchase stock at a price of $143,693 per share, subject to adjustment, at any time commencing on August 12, 2021. The Public and Private Warrants expire on the fifth anniversary of the Business Combination, or earlier upon redemption or liquidation. The Private Warrants assumed in connection with the Business Combination are accounted for as a derivative liability. The Public Warrants and the legacy outstanding Private Warrants were recorded as equity within the consolidated statements of stockholders' equity (deficit). Contingent Sponsor Earnout Shares As a result of the Business Combination, the Company modified the terms of 116 shares of Class A common stock held by SRAC’s sponsor (the “Sponsor Earnout Shares”), such that all such shares will be forfeited if the share price of Class A common stock does not reach a volume-weighted average closing sale price of $156,188, two thirds of such shares will be forfeited if the share price of Class A common stock does not reach a volume-weighted average closing sale price of $187,425, and one third of such shares will be forfeited if the share price of Class A common stock does not reach a volume-weighted average closing sale price of $218,663, in each case, prior to the fifth anniversary of the Business Combination. Certain events which change the number of outstanding shares of Class A common stock, such as a split, combination, or recapitalization, among other potential events, will equitably adjust the target vesting prices above. The Sponsor Earnout Shares may not be transferred without the Company’s consent until the shares vest. The Sponsor Earnout Shares are recorded within equity. Due to the contingently forfeitable nature of the shares, the Sponsor Earnout Shares are excluded from basic EPS calculations but are considered potentially dilutive shares for the purposes of diluted EPS (refer to Note 11).
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