v3.26.1
Subsequent Events
3 Months Ended
Mar. 31, 2026
Subsequent Events [Abstract]  
Subsequent Events Subsequent Events
The following are material transactions are subsequent events, in addition to those matters discussed above in Note 1 – Organization and Liquidity, Note 6 – Notes Payable, and Note 14 - Preferred Stock.

Debt Conversion Agreements and Related Equity Issuances

In March 2026, the Company launched a note conversion program (the “Program”) pursuant to which holders (the “Note Holders”) of certain of the Company’s unsecured outstanding promissory notes (the “Notes”) elected to convert all or part of their Notes into (i) shares of the Company’s Class A common stock, par value $0.001 (“Common Stock”) pursuant to common stock subscription agreements, or (ii) shares of Series AAA Convertible Preferred Stock (“Series AAA Preferred”) pursuant to preferred stock subscription agreements.

As of March 31, 2026, the Company had entered into binding agreements with the Note Holders to convert outstanding debt into shares of Common Stock and Series AAA Preferred. As these agreements were executed prior to the balance sheet date, the related transactions have been reflected in the accompanying condensed consolidated financial statements.

On April 9, 2026, the Company filed the Certificate of Designation for its Series AAA Preferred with the Secretary of State of the State of Delaware to establish the rights, preferences and privileges of such shares. On April 13, 2026, the Company filed a registration statement on Form S-3 covering the issuance of shares of Common Stock issuable pursuant to the conversion agreements. These filings formalized and enabled the issuance of securities under the previously executed agreements. The Form S-3 was approved by the SEC effective April 28, 2026. See Note 14 – Preferred Stock for additional information regarding the Series AAA Preferred.

Amendment to the Certificate of Designation for the Company’s Series A Preferred

On April 9, 2026, the Company filed a Certificate of Amendment (the “Amendment”) to the Certificate of Designation for the Company’s Series A Convertible Preferred (the “Series A Certificate of Designation”) with the Delaware Secretary of State’s Office. Pursuant to the Amendment, the Series A Preferred will rank pari passu with the Series AA Preferred and Series AAA Preferred and the conversion provisions in the Series A Certificate of Designation were restated in full to match the conversion provisions in the Series AAA Preferred Certificate of Designation. The Amendment was approved by the requisite holders of the Company’s Series A Convertible Preferred Stock. See Note 14 – Preferred Stock for additional information regarding the amended Series A Certificate of Designation.