Preferred Stock

3 Months Ended

Mar. 31, 2026

The following supplemental statement of stockholders’ equity has been provided to present the activity related solely to the Company’s preferred stock by series for the period presented.


	Preferred Stock
	Series A			Series B			Series AAA			Total
	Shares	Par Value		Shares	Par Value		Shares	Par Value		Shares	Par Value
Balances as of December 31, 2025	6	$	—	16	$	—	—	$	—	22	$	—



Conversions of common stock	—	—		(16)	—		2	—		(14)	—








Balances as of March 31, 2026	6	$	—	—	$	—	2	$	—	8	$	—


	Preferred Stock
	Series A			Series B			Series AAA			Total
	Shares	Par Value		Shares	Par Value		Shares	Par Value		Shares	Par Value
Balances as of December 31, 2024	5	$	—	—	$	—	—	$	—	5	$	—
Issuance of preferred stock	1	—		—	—		—	—		1	—











Balances as of March 31, 2025	6	$	—	—	$	—	—	$	—	6	$	—

Series A Convertible Preferred Stock

In November 2024, the Company entered in to an offering agreement to issue up to 750,000 shares of Series A Convertible Preferred Stock (“Series A Preferred”), par value $0.001 per share, and warrants to purchase its Class A Common Stock, for aggregate gross proceeds of up to $15.0 million.

Each share of Series A Preferred has a stated value of $400 per share and bears non-cumulative dividends at a rate of 12.0% per annum, payable annually when and if declared. Dividends are payable, at the Company’s election, in cash or in shares of Class A common stock, subject to a minimum issuance price of $20.00 per share.

On April 9, 2026, the Company amended the Certificate of Designation for the Series A Preferred to revise the conversion provisions and certain ranking rights. Under the amended terms, holders may convert the Series A Preferred, at their option and from time to time, in three sequential tranches, each representing up to one-third of the holder’s original Series A Preferred shares. The first tranche is convertible at a conversion price of $2.50 per share of Class A common stock, the second tranche is convertible at a conversion price of $3.50 per share, and the third tranche is convertible at a conversion price of $4.50 per share. The number of shares of Class A common stock issuable upon conversion is determined based on the stated value of the preferred shares divided by the applicable conversion price for the respective tranche. The amended terms also provide customary anti-dilution protections, beneficial ownership limitations and notice provisions. In addition, the Series A Preferred Stock ranks pari passu with the Company’s Series AA Preferred and Series AAA Preferred with respect to liquidation and dividend preferences.

At both March 31, 2026 and December 31, 2025, the Company had 5,875 of its Series A Preferred stock issued and outstanding, representing additional paid-in capital of $2.4 million.

Series AA Cumulative Redeemable Preferred Stock (Reg A+) - Liability Classified

The Company qualified its preferred stock series AA financing, registered under regulation A+, with the SEC in March 2025. The Company is authorized to issue up to 800,000 shares of the Series AA Cumulative Redeemable Preferred Stock (“Series AA Preferred”) for gross proceeds of $20.0 million. The Series AA Preferred shares have a stated value of $25 per share and a cumulative monthly cash dividend equal to 9.5% per annum. If the Company does not make an interest payment within 30 days after an unpaid month, it goes into default. In the event of default, the cash dividend rate increases to 18.0% per annum until cured.

Holders of the Series AA Preferred may elect to convert all or any portion of their preferred stock to equivalent shares of Class A Common Stock, after the third anniversary of the issuance date. The Company can redeem the Series AA Preferred at any time at no cost. The stockholder can redeem at any time as well; however, if redeemed in year one, two, or three, the redemption would be subject to a 10%, 8%, or 6% redemption fee, respectively. Redemption of the Series AA Preferred at stated value is mandatory on the third anniversary of the issuance date.

The Series AA Preferred is classified as a liability on the accompanying condensed consolidated balance sheets, rather than in shareholders’ equity, due to its contractual obligation to redeem the shares for cash.

As of March 31, 2026 and December 31, 2025, the Company had 301,337 and 221,434 shares, respectively, of its Series AA Preferred issued and outstanding, representing funds raised of $7.0 million and $5.1 million, respectively, net of issuance costs.

Series AAA Convertible Preferred Stock

In April 2026, the Company entered into an offering agreement to issue up to 40,000 shares of Series AAA Convertible Preferred Stock (“Series AAA Preferred”), par value $0.001 per share, for aggregate gross proceeds of up to $40.0 million.

Each share of Series AAA Preferred has a stated value of $1,000 per share and bears non-cumulative dividends at a rate of 12% per annum, payable quarterly when, and if, declared by the Company. Dividends are payable, at the Company’s election, in cash or in shares of Class A common stock, subject to a minimum issuance price of $1.00 per share. The Series AAA Preferred does not contain a mandatory redemption feature and is therefore classified within stockholders’ equity on the Company’s condensed consolidated balance sheets.

Series AAA Preferred are convertible, at the option of the holder, from time to time, into shares of the Company’s Class A common stock in three consecutive tranches, with each tranche permitting the holder to convert up to one-third of the total preferred shares held at issuance. The first tranche is convertible at a conversion price of $2.50 per share of Class A common stock, the second tranche is convertible at a conversion price of $3.50 per share, and the third tranche is convertible at a conversion price of $4.50 per share. The number of shares of Class A common stock issuable upon conversion is determined based on the stated value of the preferred shares divided by the applicable conversion price for the respective tranche.

The Series AAA Preferred generally does not carry voting rights, except as required by applicable law. In the event of liquidation, dissolution, or winding up of the Company, the Series AAA Preferred ranks senior to the Company’s common stock and Series B Preferred, and pari passu with the Company’s Series A Preferred and Series AA Preferred.

As of March 31, 2026, the Company had 1,529 shares of Series AAA Preferred issued and outstanding, representing additional paid-in capital of $1.5 million.

Series B Preferred Stock

In September 2025, the Company filed a Certificate of Designation with the Secretary of State of Delaware designating Series B Preferred Stock (“Series B Preferred”), par value $0.001 per share. Each share has a stated value of $1,000 and is convertible at the option of the holder into shares of Class A common stock at a conversion price of $250 per share, subject to adjustment as defined in the Certificate of Designation.

The Series B Preferred do not have voting rights, except as required by law. In the event of liquidation, dissolution, or winding up of the Company, holders are entitled to receive distributions in preference to holders of common stock, but junior to Series A, Series AA, and Series AAA Preferred Stock. The Series B ranks pari passu with any preferred stock of substantially similar rights and preferences.

In March 2026, an institutional investor converted 15,868 shares of Series B Preferred into 63,472 shares of the Company’s Class A common stock. No shares of Series B Preferred were outstanding as of March 31, 2026.

Warrants

The Company issues warrants for the purchase of its Class A Common Stock, either as stand-alone transactions or combined with other debt and/or equity instruments. The warrants may be exercised up to the fifth anniversary of their origination date and transferred independently at any time. Using the Black-Scholes model, the Company estimates the relative fair value of warrants on the date of issuance. The relative fair value of warrants is included in paid-in capital on the accompanying condensed consolidated balance sheets. At March 31, 2026 and December 31, 2025, the Company had 129,040 warrants outstanding with a weighted-average exercise price of $16.49 per share and weighted-average remaining contractual terms of 3.8 and 4.3 years, respectively.