v3.26.1
Warrants
 3 Months Ended
Mar. 31, 2026
Warrants [Abstract]  
Warrants

Note 8. Warrants

 

Amendments to Series C Warrants

 

On May 2, 2025, the Company extended the expiration date of its Series C warrants, which were issued in November 2024, to purchase an aggregate of 2,246,030 shares of common stock from May 6, 2025 to August 4, 2025, by entering into an amendment with each holder of the Series C warrants. On August 4, 2025, the Company extended the expiration date of its outstanding Series C warrants to purchase an aggregate of 2,246,030 shares of common stock from August 4, 2025 to December 5, 2025, by entering into a second amendment with each holder of the Series C warrants. On December 5, 2025, the Company extended the expiration date of its outstanding Series C warrants to purchase an aggregate of 2,246,030 shares of common stock from December 5, 2025 to January 7, 2026, by entering into a third amendment with each holder of the Series C warrants. In September 2025, the Company effected a warrant inducement offering, and certain of the Series C shares were exercised. On January 7, 2026, the remaining 1,293,650 Series C warrants expired.

 

Warrants Classified as Liabilities

 

The securities purchase agreements governing warrants issued in registered direct offerings completed in November 2022 and June 2023 (collectively, the Purchase Warrants) provide for a value calculation for such warrants using the Black Scholes model in the event of certain fundamental transactions. The fair value calculation provides for a floor on the volatility amount utilized in the value calculation at 100% or greater. The Company has determined this provision introduces leverage to the holders of the Purchase Warrants that could result in a value that would be greater than the settlement amount of a fixed-for-fixed option on the Company’s own equity shares. Therefore, pursuant to ASC 815, the Company has classified the Purchase Warrants as liabilities in its consolidated balance sheet. The classification of the Purchase Warrants, including whether the Purchase Warrants should be recorded as liabilities or as equity, is evaluated at the end of each reporting period with changes in the fair value reported in other income (expense) in the consolidated statements of operations.  

As of March 31, 2026, the Company had the following Purchase Warrants outstanding (share amounts in thousands):

 

   Number of
Shares		   Exercise
Price		   Expiration
Date
Warrants issued - November 2022   92   $40.00   May 28, 2028
Warrants issued - June 2023   143   $28.00   June 2, 2028
    235         

 

The following table sets forth changes in the fair value of the Purchase Warrants outstanding (amounts in thousands):

 

   Number of
warrants		     
   on common
shares		   Amount 
Balance as of December 31, 2025   235   $24 
Change in fair value of warrants   
—
    9 
Balance as of March 31, 2026   235   $33 

 

The outstanding Purchase Warrants had no intrinsic value at March 31, 2026.

 

The fair value of the Purchase Warrants at March 31, 2026 was determined using the Black Scholes model with the following assumptions:

 

   2022
Purchase
Warrant		   2023
Purchase
Warrant		 
Expected term based on contractual term    2.2 years      2.2 years  
Interest rate (risk-free rate):   3.94%   3.94%
Expected volatility   137%   137%
Expected dividend   
—
    
—
 
Fair value of warrants (in thousands)  $15   $18 

 

The fair value of the Purchase Warrants at December 31, 2025 was determined using the Black Scholes model with the following assumptions:

 

   2022
Purchase
Warrant		   2023
Purchase
Warrant		 
Expected term based on contractual term    2.4 years      2.4 years  
Interest rate (risk-free rate):   3.71%   3.71%
Expected volatility   129%   129%
Expected dividend   
—
    
—
 
Fair value of warrants (in thousands)  $11   $13 

Warrants Classified as Equity

 

As of March 31, 2026, the Company had the following equity-classified common stock purchase warrants outstanding (share amounts in thousands):

 

Warrant Type  Number of
Shares		   Exercise
Price		   Expiration 
Common stock warrants   7   $28.00    June 2, 2028 
Series A warrants issued   3,975   $2.250    February 8, 2029 
Series A warrants issued   139   $2.625    February 8, 2029 
Series C warrants issued   2,246   $1.610    January 7, 2026 
Series C warrants exercised   (952)  $1.610    
—
 
Series C warrants expired   (1,294)  $1.610    
—
 
Series C warrants issued   157   $1.625    November 6, 2029 
Series D warrants issued   2,246   $1.610    November 6, 2029 
Series E warrants issued   952   $1.250    September 12, 2031 
Series E warrants issued   67   $1.475    September 12, 2030 
Balance as of March 31, 2026   7,543           

 

The outstanding equity-classified warrants had no intrinsic value at March 31, 2026.