STOCKHOLDERS' EQUITY |
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Mar. 31, 2026 | |||||||||||||||||||||||||||||||||||||||||||
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| STOCKHOLDERS' EQUITY | NOTE 10—STOCKHOLDERS’ EQUITY SHARE REPURCHASES During the first quarter 2026, we repurchased 1,601,747 shares of our common stock for approximately $10.5 million. COMMON STOCK WARRANTS Convertible Note Warrants Contemporaneously with the April Notes, we issued two series of warrants for each $1,000 in principal amount of convertible notes that provided Investors the right to purchase approximately 58.34 shares (2.4 million shares in total) of our common stock at an exercise price of $17.14 per share in one series and approximately 46.66 shares of our common stock (2.0 million shares in total) at an exercise price of $21.43 per share in the second series. The warrants were exercisable immediately upon issuance and have a term of five years from the date of issuance. During the first quarter of 2026, we issued 43.8 thousand and 35.1 thousand shares in total, or $124.5 thousand, for the first and second series, respectively, as a result of the warrant dividend declared in October 2025. We determined that the warrant dividend is an equity-linked instrument and was recorded at fair value as a reduction to Accumulated deficit with a corresponding increase to Additional paid-in capital, as stated on our Condensed Consolidated Balance Sheets. See Note 14—Fair Value Measurements, for further discussion. As of March 31, 2026, all warrants issued in connection with these convertible notes remained unexercised and outstanding. See Note 8—Debt for further discussion. Pre-Funded Warrants On August 24, 2025, we entered into subscription agreements (the "Subscription Agreements") with certain institutional and accredited investors (“Warrant Investors”) pursuant to which the Company, subject to the restrictions and satisfaction of the conditions in the Subscription Agreements, agreed to sell in a private placement to the Warrant Investors an aggregate of 4,187,953 shares of our common stock and pre-funded warrants to acquire up to 5,812,089 shares of common stock at an exercise price of $0.0001 per share. The purchase price for one share of common stock was $12.50 and the purchase price for one pre-funded warrant was $12.4999 per share. As of March 31, 2026, 4.9 million warrants were exercised and 0.9 million were outstanding. On May 1, 2025, we entered into a securities purchase agreement with a syndicate of investors ("the PIPE Investors"), where we agreed to, among other things, enter into a related registration rights agreement in connection with the issuance and sale, in a private placement, of the following securities to the PIPE Investors for gross proceeds of approximately $24.0 million: 2,210,866 shares of our common stock and pre-funded warrants to purchase up to 1,453,753 of our common stock at an exercise price of approximately $0.0014 per share. The purchase price for one share of common stock or pre-funded warrant was approximately $6.57. The pre-funded warrants became exercisable 21 days after we filed the Definitive Information Statement on Schedule 14C on June 2, 2025 regarding stockholder approval of the issuance of shares subject to pre-funded warrants in accordance with Nasdaq listing requirements. The exercise price and number of pre-funded warrant shares issuable upon exercise of the pre-funded warrant are subject to appropriate adjustment in the event of stock dividends, stock splits, reorganizations or similar events affecting our common stock and the exercise price. The pre-funded warrants may be exercised, in whole or in part, at any time by means of a “cashless exercise". Through the first quarter 2026, 1.5 million warrants were exercised and none were outstanding. EQUITY LINE OF CREDIT On June 11, 2025, we entered into a share purchase agreement for an equity line of credit (the "ELOC") with RK Capital Management LLC ("RK"), under which RK has agreed to purchase, from time to time, up to an aggregate of $1.0 billion ("Initial Commitment") of our common stock over the term of the agreement. Subject to certain conditions the Initial Commitment may be increased to $5.0 billion. The Company filed with the SEC a registration statement to register for resale under the Securities Act on June 16, 2025, so the registered shares may be issued to RK. In connection with the ELOC, we agreed to pay a commitment fee of $12.5 million, over a twelve month period, in the form of common stock. In the first quarter of 2026, we recorded $3.1 million in commitment fees, or 702.1 thousand shares, of which $2.2 million is included within Investment and other (expense) income, net and $0.9 million in stockholders' equity. During the first quarter 2026, we issued 0.5 million of common stock for approximately $2.0 million in net proceeds. We used the net proceeds for working capital purposes. See Note 18—Subsequent Events for discussion on activity that occurred after the balance sheet date under the ELOC. ACCUMULATED OTHER COMPREHENSIVE (LOSS) INCOME All cumulative translation adjustments recorded in Accumulated other comprehensive (loss) income arise from changes in foreign currency exchange rates on our foreign operations. No deferred taxes have been provided as we have elected to permanently reinvest such earnings in the respective foreign jurisdiction. The table below presents information on the changes in the components of Accumulated other comprehensive (loss) income:
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