NOTE 10. COMMON STOCK WARRANTS AND WARRANT LIABILITIES

The following table summarizes common stock warrant activity for the period ended June 30, 2026 and the number of warrants outstanding as of June 30, 2026. Weighted average exercise prices are presented per issuable share.

Total net proceeds from warrant exercises during the three months ended June 30, 2026 and 2025 were $0 for both periods, as all warrant exercises during the three months ended June 30, 2026 were effected on a cashless basis (see below).

Total net proceeds from warrant exercises during the six months ended June 30, 2026 and 2025 was $292 thousand and $614 thousand, respectively.

January 2026 Pre-Funded Warrants

See Note 8, “Financing Activities,” for the issuance terms of the January 2026 Pre-Funded Warrants.

The January 2026 Pre-Funded Warrants were classified as a liability from the date of issuance because stockholder approval was required before they could be exercised, and were measured at intrinsic value at each reporting date based on the quoted market price of the Company's common stock less the per-share exercise price, multiplied by the number of shares of common stock issuable upon exercise. The January 2026 Pre-Funded Warrants contain anti-dilution provisions that adjust the number of shares issuable upon exercise upon specified dilutive issuances at a price per share less than the purchase price of the warrants. The issuance-date fair value of the January 2026 Pre-Funded Warrants exceeded the cash and other consideration received, resulting in the recognition of a non-cash loss on fair value of warrant liabilities in excess of proceeds at issuance of $5.3 billion during the three months ended March 31, 2026. On March 12, 2026, the Company obtained the requisite stockholder approval, at which time the January 2026 Pre-Funded Warrants were reclassified to stockholders' equity at their fair value on the date of approval.

October 2025 Pre-Funded Warrants

See Note 8, “Financing Activities,” for the issuance terms of the October 2025 Pre-Funded Warrants.

The October 2025 Pre-Funded Warrants were classified as a liability from the date of issuance because stockholder approval was required before they could be exercised, and were measured at intrinsic value at each reporting date based on the quoted market price of the Company's common stock less the per-share exercise price, multiplied by the number of shares of common stock issuable upon exercise. The October 2025 Pre-Funded Warrants contained anti-dilution provisions that, upon specified events including dilutive issuances and conversions of convertible securities, adjusted the exercise price and the number of shares issuable upon exercise.

On March 12, 2026, the Company obtained the requisite stockholder approval for the issuance of shares underlying the October 2025 Pre-Funded Warrants. Notwithstanding receipt of such approval, the October 2025 Pre-Funded Warrants remained classified as a liability because they were not considered indexed to the Company's own stock under ASC 815, as a result of the anti-dilution provisions described above.

On June 12, 2026, the Company agreed with R01, and on June 15, 2026, the Company agreed with Framework, in each case, to amend the October 2025 Pre-Funded Warrants to remove certain restrictions on exercisability. On June 15, 2026, following such amendments, each of R01 and Framework fully exercised their respective October 2025 Pre-Funded Warrants on a cashless basis, with each receiving 11,307,300 shares of Common Stock after the withholding of 24,720 shares representing the cashless exercise price, resulting in the issuance of an aggregate of 22,614,600 shares of Common Stock. The 1,081,082 October 2025 Pre-Funded Warrants were exercisable for an aggregate of 22,664,040 shares of common stock as a result of the anti-dilution adjustments described above; upon cashless exercise, 49,440 shares were withheld for the exercise price and 22,614,600 net shares of common stock were issued. As a result, there were no warrant liabilities outstanding as of June 30, 2026. In connection with the amendments, the October 2025 Pre-Funded Warrants were remeasured at intrinsic value immediately prior to exercise, consistent with the Company's existing quarterly measurement policy for these warrants; the resulting change in fair value was not attributable to the terms of the amendments themselves. Changes in fair value through the respective dates of exercise were recorded as non-cash gain or loss in the Unaudited Condensed Consolidated Statements of Operations.

July 2024 Series F-1 Warrants and Series F-3 Warrants

In July 2024, in connection with the Company's underwritten public offering completed on July 29, 2024, the Company issued Series F-1 Warrants and Series F-3 Warrants at an initial exercise price of $5.50 per share, exercisable immediately upon issuance and expiring on July 30, 2029. The Series F-1 Warrants and Series F-3 Warrants were classified as a component of permanent equity. On September 27, 2024, a one-time down round feature adjustment was triggered, reducing the exercise prices to $3.30 per share. The Series F-1 Warrants are subject to a 4.99% beneficial ownership limitation (or, at the election of the holder prior to issuance, 9.99%) that restricts a holder from exercising the warrants to the extent such exercise would result in the holder beneficially owning in excess of the applicable percentage of the Company's outstanding common stock.

In March 2025, the Company entered into three separate confidential settlement and release agreements (collectively, the “Settlement Agreements”) with each of Sabby Volatility Warrant Master Fund, Ltd. (“Sabby”), Bigger Capital Fund, LP (“Bigger”) and District 2 Capital Fund LP (“District 2,” and together with Sabby and Bigger, the “Warrant Holders”) to settle certain disputed matters relating to warrants held by the Warrant Holders, including the Series F-1 Warrants and the Series F-3 Warrants. In connection with the Settlement Agreements, Series F-1 Warrants exercisable for 254,545 shares of common stock and Series F-3 Warrants exercisable for 148,988 shares of common stock were repurchased by the Company. The repurchase was recorded as a $2.0 million reduction of additional paid-in capital in the Unaudited Condensed Consolidated Balance Sheets.

All remaining unexercised Series F-3 Warrants expired on July 29, 2025.

November 2022 A-1 Warrants

In November 2022, the Company issued common stock purchase warrants exercisable for shares of common stock at an initial exercise price of $1,102.50 per share, expiring November 20, 2028 (the “November 2022 A-1 Warrants”). The November 2022 A-1 Warrants were classified as a component of permanent equity. Certain of the November 2022 A-1 Warrants were subsequently amended to reduce their exercise prices in connection with subsequent financing transactions in May 2023 and June 2024.

Other Outstanding Warrants

As of June 30, 2026, the Company had outstanding common stock purchase warrants issued in prior periods that are classified as a component of permanent equity, including the November 2021 Warrants, the September 2022 Warrants, and the November 2022 A-1 Warrants, as outlined in the table above. There was no exercise, repurchase, or other activity related to these warrants during the period ended June 30, 2026. The July 2020 Warrants and the TLF Warrants, which had been outstanding at December 31, 2025, expired in accordance with their terms during the period ended June 30, 2026.

Summary of Common Stock Warrant Liabilities

The following roll forward presents the Company's warrant liabilities measured at fair value during the period ended June 30, 2026 (in thousands)

The October 2025 Pre-Funded Warrants and January 2026 Pre-Funded Warrants, which have a nominal exercise price, are measured at intrinsic value, calculated as the quoted market price of the Company's common stock less the per-share exercise price, multiplied by the number of shares of common stock issuable upon exercise. On March 12, 2026, the Company obtained stockholder approval for the issuance of shares underlying the October 2025 and January 2026 Pre-Funded Warrants. Upon receipt of such approval, the January 2026 Pre-Funded Warrants were reclassified to stockholders' equity at fair value on that date. The October 2025 Pre-Funded Warrants remained classified as a liability because they were not considered indexed to the Company's own stock under ASC 815, as a result of certain anti-dilution provisions. On June 12, 2026 and June 15, 2026, the October 2025 Pre-Funded Warrants were modified, and all outstanding October 2025 Pre-Funded Warrants were exercised in full on a cashless basis on June 15, 2026. Accordingly, there were no warrant liabilities outstanding as of June 30, 2026. See the discussions of the individual warrant series above.