Common Stock, Currently Outstanding Warrants to Purchase Common Stock, and Earnout Shares |
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Mar. 31, 2026 | ||||||||||||||||||||||||||||||||||||||||||||||
| Share Repurchase Program [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||
| Common Stock, Currently Outstanding Warrants to Purchase Common Stock, and Earnout Shares | Note 6. Common Stock, Currently Outstanding Warrants to Purchase Common Stock, and Earnout Shares Common stock The Company has authorized 600 million shares of common stock with a par value of $0.0001 per share. The Company has only one class of common stock authorized and issued. Holders of the Company’s common stock are entitled to one vote for each share held of record on all matters submitted to a vote of stockholders and there are no cumulative voting rights. The Company’s common stock has no preemptive, redemption, conversion, or subscription rights. The Company has not previously paid cash dividends on its common stock. Any future dividend payments are subject to the discretion of the Company’s board of directors (the “Board” or “Board of Directors”). The following table sets forth the changes in shares of the Company’s common stock from December 31, 2025 through March 31, 2026:
Subsequent to March 31, 2026, the Company issued 18,918,918 shares of common stock in an underwritten stock offering and granted a 30-day option pursuant to which the Company may issue up to 2,837,837 additional shares of common stock. See Note 10 — “Subsequent Events”. Currently Outstanding Warrants to Purchase Common Stock During the period ended March 31, 2026, there were no changes to the Company’s outstanding warrants or any of the terms of its outstanding warrants as described in its Annual Report on Form 10-K. Subsequent to March 31, 2026, the Company amended the outstanding Polar warrants to adjust the exercise price from $5.00 per share to $3.00 per share. See Note 10 — “Subsequent Events”. Earnout Shares In connection with the Merger, Legacy Blaize shareholders and employee equity award holders (including holders of stock options and RSUs) are entitled to receive up to 15,000,000 shares of common stock and Burkhan has the right to receive up to 2,600,000 shares of common stock (collectively, the “Earnout Shares”). Earnout Shares issued to eligible Legacy Blaize employee equity award holders (“Employee Earnout Shares”) are considered a compensatory award and are accounted for under ASC 718 — “Share-Based Compensation” (“ASC 718”). Further, these Employee Earnout Shares have been determined to be equity classified and accordingly, are not remeasured unless an employee departs from the Company, which is considered a modification of an equity-based award. Earnout Shares issued to Burkhan and Legacy Blaize shareholders that are not within the scope of ASC 718 (the “Other Earnout Shares”), were evaluated by management under ASC 480 — “Distinguishing Liabilities from Equity” (“ASC 480”), and ASC 815. The Company determined that the Other Earnout Shares are a derivative liability and remeasures the Other Earnout Shares at each reporting date, with changes in the fair value recorded in the condensed consolidated statements of operations. Legacy Blaize shareholders, Legacy Blaize employee equity award holders, and Burkhan are entitled to Earnout Shares in four tranches upon the occurrence of four separate events (each a “Triggering Event” and collectively, the “Triggering Events”), if they occur between the Merger date and January 13, 2030. The Triggering Event thresholds are described in the Company’s Annual Report on Form 10-K. Employee Earnout Shares During the three months ended March 31, 2026 and 2025, the Company recorded $3.9 million and $3.5 million, respectively, in stock-based compensation expense related to the Employee Earnout Shares. As of March 31, 2026, there was $62.8 million of total unrecognized compensation cost related to the Employee Earnout Shares. Other Earnout Shares The fair value of the derivative liability associated with the Other Earnout Shares is described in Note 4 — “Fair Value Measurements and Derivative Instruments”.
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