Common Stock Warrants |
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| Common Stock Warrants | Note 10. Common Stock Warrants
The following table sets forth the common stock warrants outstanding (in thousands):
2025 Pre-Funded Warrants and 2025 PIPE Warrants As described in Note 8, in March 2025, the Company entered into a securities purchase agreement with certain institutional and accredited investors to issue and sell an aggregate of 15.1 million units in the 2025 PIPE. The purchase price per unit includes $0.0625 for the accompanying one half of a Series E common stock warrant. Each pre-funded warrant has an exercise price of $0.0001 per share, is exercisable immediately and will not expire until exercised in full. Each Series E common stock warrant has an exercise price of $11.54 per share, is exercisable immediately and expires five years from the date of issuance. During the three months ended March 31, 2026, none of the 2025 Pre-Funded Warrants were exercised and the 2025 PIPE Warrants to purchase 34,000 shares of common stock were exercised for gross proceeds of $0.4 million. During the three months ended March 31, 2025, none of the 2025 Pre-Funded Warrants and 2025 PIPE Warrants were exercised. The 2025 Pre-Funded Warrants and 2025 PIPE Warrants may be exercised for cash or on a cashless, net-exercise basis. 2024 Pre-Funded Warrants and 2024 PIPE Warrants
In April 2024, the Company entered into a securities purchase agreement with investors and certain members of management whereby the Company issued and sold in a private placement, or the 2024 PIPE: (i) common stock, (ii) pre-funded warrants to purchase common stock, or the 2024 Pre-Funded Warrants, and (iii) warrants to purchase common stock, or the 2024 PIPE Warrants. The purchase price per share of common stock and per pre-funded warrant includes $1.25 for the following accompanying common stock warrants issued to the investors: • Series A common stock warrants to purchase up to 1.1 million shares of common stock with an exercise price of $15.50 per share exercisable immediately upon issuance for five years. The exercise price per share of these warrants was reduced to $11.54 per share in March 2025, except that the exercise price per share of common stock to purchase 2,948 shares for such warrants held by members of management was reduced to $12.45 per share. See Note 3. • Series B common stock warrants to purchase up to 1.2 million shares of common stock with an exercise price of $14.25 per share exercisable immediately for five years. The exercise price per share of these warrants was reduced to $11.54 per share in March 2025, except that the exercise price per share of common stock to purchase 3,206 shares for such warrants held by members of management was reduced to $12.45 per share. See Note 3. • Series C common stock warrants to purchase up to 4.4 million shares of common stock with an exercise price of $16.00 per share. These warrants were cancelled in March 2025. See Note 3. • Series D common stock warrants to purchase up to 4.4 million shares of common stock with an exercise price of $16.00 per share. These warrants were cancelled in March 2025. See Note 3.
If there is an effective registration statement and the prospectus is available for the resale of common stock issued upon exercise of 2024 PIPE Warrants, such warrants may only be exercised for cash. During the three months ended March 31, 2026, none of the 2024 Pre-Funded Warrants were exercised and the 2024 PIPE Warrants to purchase 0.3 million shares of common stock were exercised for gross proceeds of $2.9 million. During the three months ended March 31, 2025, none of the 2024 Pre-Funded Warrants or 2024 PIPE Warrants were exercised.
2021 Public Warrants
Every 15 outstanding public warrants, or 2021 Public Warrants, entitles the holders thereof to receive one share of common stock that may be purchased at a price of $172.50 per share, at any time commencing on November 23, 2021 and terminating at the earlier of August 12, 2026 or upon redemption or liquidation. None of the 2021 Public Warrants had been exercised as of March 31, 2026. 2021 PIPE Warrants
The Company’s warrants that were issued in connection with a private placement occurring in 2021, or the 2021 PIPE Warrants, are the same in all respects as the 2021 Public Warrants. None of the 2021 PIPE Warrants had been exercised as of March 31, 2026.
Participating Securities
The holders of the 2025 Pre-Funded Warrants, 2025 PIPE Warrants, 2024 Pre-Funded Warrants and 2024 PIPE Warrants are entitled to receive dividends if the Company declares or makes a dividend to holders of shares of common stock while such warrants are outstanding. However, they do not have a contractual obligation to share in losses. These warrants are considered participating securities and included in computing basic and diluted net loss per share under the two-class method. Classification
In no event will the Company be required to net cash settle outstanding warrants. The holders of all of the Company’s warrants do not have the rights or privileges of common stockholders and any voting rights until they exercise warrants and receive common stock. All of the Company’s outstanding warrants are classified as liabilities and recorded at fair value with subsequent change in their respective fair value recognized in other (expense) income, net within the unaudited condensed consolidated statements of operations and comprehensive loss. Please see Note 3 for discussion of warrant valuations. |
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