v3.26.1
MEZZANINE EQUITY AND STOCKHOLDERS’ DEFICIT
3 Months Ended
Mar. 31, 2026
Equity [Abstract]  
MEZZANINE EQUITY AND STOCKHOLDERS’ DEFICIT MEZZANINE EQUITY AND STOCKHOLDERS’ DEFICIT
Common Stock
The Company is authorized to issue 111,000,000 shares of common stock with a par value of $0.0001 per share. As of March 31, 2026, 5,425,643 shares were issued and outstanding and as of December 31, 2025, 4,168,374, shares were issued and outstanding.
The holders of the common stock are entitled to one vote for each share of common stock held at all meetings of stockholders (and written actions in lieu of meetings); provided, however, that, except as otherwise required by law, holders of common stock, as such, shall not be entitled to vote on any amendment to the Seventh Amended and Restated Certificate of Incorporation that relates solely to the terms of one or more outstanding series of Preferred Stock if the holders of such affected series are entitled, either separately or together with the holders of one or more other such series, to vote thereon pursuant to the Seventh Amended and Restated Certificate of Incorporation or pursuant to the General Corporation Law of Delaware.
The following shares of common stock are reserved for future issuance (in whole shares):
March 31, 2026December 31, 2025
Exercise of stock options and settlement of RSUs1
16,035,09814,480,386
Issuance of warrants5,257,5795,304,255
Issuance of preferred stock68,987,98867,992,679
90,280,66587,777,320
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(1)The December 31, 2025 balance has been adjusted from previously reported amounts to reflect an immaterial reduction of 377,671 options. This adjustment did not have a material impact on the Company's previously issued consolidated financial statements or share-based compensation expense.
Convertible Preferred Stock
The Company is authorized to issue 77,003,772 shares of Convertible Preferred Stock with a $0.0001 par value as follows (in whole shares):
March 31, 2026December 31, 2025
Series A-17,312,5007,312,500
Series A-212,680,90812,680,908
Series A-34,953,7464,953,746
Series B11,574,84111,574,841
Series C6,960,4396,960,439
Series D12,857,72012,857,720
Series D-16,085,1616,085,161
Series E14,578,45714,578,457
Total77,003,77277,003,772
The following table represents the total issued and outstanding Preferred Stock of the Company as of March 31, 2026 and December 31, 2025 (in whole shares):
March 31,
2026
December 31,
2025
Series A-17,312,5007,312,500
Series A-212,680,90812,680,908
Series A-34,953,7464,953,746
Total Series A24,947,15424,947,154
Total Series B11,574,84111,574,841
Total Series C6,960,4396,960,439
Total Series D12,857,72012,857,720
Total Series D-16,085,1616,085,161
Total Series E6,562,6735,567,364
During the three months ended March 31, 2026, the Company did not have any material issuances, expirations, or modifications of its outstanding warrants. There were 6,521 Series D-1 Warrants exercised during the period ended March 31, 2026.
The following is a summary of the warrants outstanding in connection with the Series C Preferred Stock, Series D Preferred Stock, Series D-1 Preferred Stock, and Series E Preferred Stock financings as of March 31, 2026 (in whole dollars and shares):
Expiration Date
Exercise Price
Series C
Series D
Series D-1
Total
May 2031
$0.0190,04490,044
June 2031
$0.01220,074220,074
November 2031
$0.011,749,0251,749,025
December 2031
$0.0172,37672,376
July 2033
$0.012,072,6652,072,665
July 2033
$11.17252,116252,116
September 2033
$0.01164,319164,319
September 2033
$11.1743,46943,469
310,1181,821,4012,532,5694,664,088
Refer to Note 18 - Subsequent Events for the conversion of preferred stock and automatic exercise of the preferred stock warrants in connection with the closing of the Company's IPO on May 8, 2026.