v3.26.1
Shareholders' Deficit
3 Months Ended
Mar. 31, 2026
Equity [Abstract]  
Redeemable Common Stock and Shareholders' Deficit

Note 12. Redeemable Common Stock and Shareholders’ Deficit

Redeemable Common Stock

Redeemable common stock is comprised of 3,510,638 shares of the Company’s common stock (par value $0.0001), issued and outstanding, that is contingently puttable to the Company upon the satisfaction of certain events. As part of a side-letter agreement to the High Trail Convertible Note (see Note 7, Financing Arrangements), the Company granted to the Holder the option to put the 3,510,638 shares of the Company’s common stock delivered as part of satisfaction of $6 million in redemption payments due under the High Trail Convertible Note. This instrument will be exercisable in the event there are interruptions in the effectiveness of the registration statement covering the HT Shares. Given the presence of conditional redemption features that are outside of the Company’s control, this instrument is required to be classified as temporary equity under ASC 480-10-S99. The instrument was originally valued at $6.6 million, an amount equal to the fair value of the shares of common stock issued. This amount has not been subsequently adjusted as of March 31, 2026 due to the instrument not currently being redeemable and it not being probable that the instrument will become redeemable due to a default on the Company’s obligation to maintain the effectiveness of the registration statement for the periods required.

Registered Direct Offerings

On March 31, 2025, the Company entered into a securities purchase agreement with an investor relating to the offering and sale in a registered direct offering of an aggregate of 1,860,000 shares of the Company’s common stock, at an offering price of $2.50 per share, and pre-funded warrants to purchase up to 140,000 shares of the Company’s common stock, at an offering price of $2.4999 per share, which were all exercised concurrent with the closing of the offering on April 1, 2025.

On June 25, 2025, the Company entered into a securities purchase agreement with certain investors relating to the offering and sale in a registered direct offering of an aggregate of 10,800,002 shares of the Company’s common stock, at an offering price of $2.50 per share, including pre-funded warrants to purchase up to 926,668 shares of common stock, at an offering price of $2.4999 per share, which were all exercised concurrent with the closing of the offering on June 26, 2025.

As part of these offerings, the Company issued warrants to purchase up to 640,000 shares of the Company’s common stock to an advisor who assisted with the offerings. These warrants have an exercise price equal to $3.125 per share and are exercisable for five years from the commencement of sales in the offerings.

The Company received gross proceeds from these offerings of $32 million, which resulted in approximately $29.4 million of net proceeds after deducting placement agent fees and direct offering expenses totaling $2.6 million. These proceeds have been allocated between the common stock and warrants issued as part of the offerings, both of which are included as part of shareholders’ deficit in the consolidated financial statements.

Private Placements

During May 2025, the Company sold 816,326 shares of the Company’s common stock in private placements for gross proceeds of $2.0 million. Such sales were effected at a purchase price of $2.45 per share, which was the minimum price, under New York Stock Exchange regulations, as of May 22, 2025.

On November 10, 2025, the Company entered into a securities purchase agreement with certain investors relating to the offering and sale in a private placement of an aggregate of 2,048,195 shares of the Company’s common stock, at an offering price of $3.32 per share for total proceeds of $6.8 million, with attached warrants to purchase up to 2,048,195 additional shares of the Company’s common stock. These warrants have an exercise price equal to $3.32 per share and are exercisable for two years from the commencement of the offering. Due to settlement provisions included in the warrant agreements, such amounts have been classified as a liability, carried at fair value, with changes in such fair values recorded through earnings at each reporting period.

The Company received net proceeds from these private placement offerings of $8.8 million. These proceeds have been allocated between the common stock and liability classified warrants issued as part of the offerings.

Warrants

A summary of warrant activity associated with equity financings as of March 31, 2026 is set forth below:

 

 

Number of Warrants Outstanding

 

 

Weighted Average Contractual Term (in years)

 

 

Aggregate Intrinsic Value (in thousands)

 

 

Weighted
Average
Exercise Price Per Share

 

Outstanding at December 31, 2025

 

 

9,787,769

 

 

 

6.24

 

 

$

373

 

 

$

2.80

 

Granted

 

 

 

 

 

 

 

 

 

 

 

 

Exercised

 

 

 

 

 

 

 

 

 

 

 

 

Canceled

 

 

 

 

 

 

 

 

 

 

 

 

Outstanding at March 31, 2026

 

 

9,787,769

 

 

 

5.99

 

 

 

 

 

 

2.80

 

Exercisable at March 31, 2026

 

 

9,787,769

 

 

 

5.99

 

 

 

 

 

 

2.80