v3.26.1
Stockholders’ Equity
 3 Months Ended
Mar. 31, 2026
Stockholders’ Equity [Abstract]  
Stockholders’ Equity

11. Stockholders’ Equity 

 

Common and Preferred Stock

 

The Company’s Amended and Restated Certificate of Incorporation provides the Company’s board of directors with the authority to issue up to 1,000,000 shares of $0.0001 par value preferred stock in one or more series and to establish from time to time the number of shares to be included in each such series, by adopting a resolution and filing a certification of designations. Voting powers, designations, powers, preferences and relative, participating, optional, special and other rights shall be stated and expressed in such resolutions. There were zero preferred shares outstanding as of March 31, 2026 and December 31, 2025.

 

Warrants

 

As of March 31, 2026 and December 31, 2025, there were 500,000 outstanding public warrants (“Public Warrants”). The Public Warrants have the exercise price of $114.90 per share and became exercisable 12 months from the closing of ACAB’s Initial Public Offering, which closed on January 19, 2022, and will expire five years from the Closing Date.

 

The Company will not be obligated to deliver any common stock pursuant to the exercise of a Public Warrant and will have no obligation to settle such Public Warrant exercise unless a registration statement under the Securities Act covering the issuance of the common stock issuable upon exercise of the Public Warrants is then effective and a prospectus relating thereto is current, subject to the Company satisfying its obligations with respect to registration. No warrant will be exercisable, and the Company will not be obligated to issue shares of common stock upon exercise of a warrant unless common stock issuable upon such warrant exercise has been registered, qualified or deemed to be exempt under the securities laws of the state of residence of the registered holder of the warrants.

The Company may redeem the Public Warrants:

 

  ● in whole and not in part;
     
  ● at a price of $0.30 per warrant;
     
  ● upon not less than 30 days’ prior written notice of redemption given after the warrants become exercisable to each warrant holder; and
     
  ● if, and only if, the reported last sale price of the Series A common stock equals or exceeds $540.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period commencing once the warrants become exercisable and ending three trading days before the Company sends the notice of redemption to the warrant holders (the “Redemption Trigger”). In November 2024, the Redemption Trigger was adjusted to $179.70, as further described below.

 

If and when the warrants become redeemable by the Company, the Company may exercise its redemption right even if it is unable to register or qualify the underlying securities for sale under all applicable state securities laws.

 

If the Company calls the Public Warrants for redemption, management will have the option to require all holders that wish to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement. The exercise price and number of shares of common stock issuable upon exercise of the warrants may be adjusted in certain circumstances including in the event of a stock dividend, or recapitalization, reorganization, merger or consolidation. However, except as described below, the warrants will not be adjusted for issuance of common stock at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the warrants.

 

As of March 2026 and December 31, 2025, there were 461,667 warrants held by ACAB (“Private Warrants”). The Private Warrants are identical to the Public Warrants, except that the Private Warrants are exercisable on a cashless basis and are non-redeemable so long as they are held by the initial purchasers or their permitted transferees. If the Private Warrants are held by someone other than the initial purchasers or their permitted transferees, the Private Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants.

 

On February 7, 2025, the Company issued 28,333 Executive Warrants (see Note 9).

 

The following presents information about warrants to purchase common stock outstanding as of March 31, 2026:

 

       Weighted-   Average
       Average   Remaining
   Shares   Exercise
Price		   Contractual
Life
Warrants   990,000   $114.60   3.8 years

 

No warrants were exercised during the three months ended March 31, 2026 or 2025.