10. STOCKHOLDERS' EQUITY

Common Stock At-the-Market Offering Program

On November 9, 2023, the Company filed a shelf registration statement on Form S-3 (File No. 333-275449), which became effective on November 22, 2023. The shelf registration statement permits the Company to sell, from time to time, up to $150,000 in aggregate value of its Class A common stock, preferred stock, debt securities, warrants, and/or units.

The shelf registration statement also included a prospectus supplement covering up to an aggregate of $50,000 in shares of Class A common stock that the Company could issue and sell from time to time through B. Riley Securities, Inc. (“B. Riley”), acting as its sales agent, pursuant to a sales agreement for its “at-the-market” equity program (“ATM”) that it entered into with B. Riley in November 2023 (the “Sales Agreement”). On December 29, 2025, the Company filed a new prospectus supplement covering up to an aggregate of $50,000 in shares of Class A common stock that it may issue and sell from time to time, through B. Riley and BTIG, LLC (“BTIG”) acting as its sales agents, pursuant to the amended and restated sales agreement that the Company entered into with B. Riley and BTIG on December 29, 2025 (the “Amended Sales Agreement”), for its ATM. The Amended Sales Agreement amends and restates the Sales Agreement to add BTIG as an additional sales agent. No other material terms of the ATM or Sales Agreement were amended. The offering of the Class A common stock pursuant to the prospectus supplement dated November 22, 2023 was also terminated such that no further offers or sales will be made pursuant to such prospectus supplement, effective as of December 29, 2025. Prior to the termination of the prospectus supplement dated November 22, 2023, effective as of December 29, 2025, the Company had issued and sold an aggregate of 3,464,325 shares of its Class A common stock under the Sales Agreement, for total gross proceeds of $4,350, before deducting commissions and other offering expenses, and net proceeds of $4,165, after deducting such commissions and expenses. As of June 30, 2026, a total of 7,809,779 shares of the Company’s Class A common stock, for total gross proceeds of $11,667, before deducting commissions and other offering expenses, and net proceeds of $11,375, after deducting commissions and other offering expenses, were issued and sold under the Amended Sales Agreement.

The Company issued and sold an aggregate of 7,131,767 shares and 7,809,779 shares of Class A common stock under the Amended Sales Agreement during the three and six months ended June 30, 2026, respectively, for gross proceeds of $10,843 and $11,667, before deducting commissions and other offering expenses, respectively, resulting in net proceeds of $10,572 and $11,375, after deducting commissions and other expenses, respectively.

February 2025 Common Stock and Common Stock Warrants

On February 12, 2025, the Company closed the transactions pursuant to a securities purchase agreement with certain institutional investors (the “Investors”), in which the Company issued and sold, in a registered direct offering by the Company directly to the Investors (the “February 2025 Offering”): (i) 4,511,278 shares of the Company’s Class A common stock and (ii) warrants to purchase up to 4,511,278 shares of the Company’s Class A common stock (the “February 2025 Warrants”). Each share and accompanying February 2025 Warrant were sold together at a combined offering price of $1.33. Each February 2025 Warrant has an exercise price of $1.33 and expires on the five-year anniversary of the initial issuance date. The aggregate gross proceeds to the Company from the February 2025 Offering were $6,000 before deducting the placement agent’s fees and offering expenses. The incremental issuance costs allocated to warrant liabilities were recorded as expenses in the Company's consolidated statements of operations in line item “other income (expense), net”.

During the three and six months ended June 30, 2026, holders did not exercise any of the February 2025 Warrants.

March 2026 Common Stock Warrants

In connection with the Loan Agreement, on the Closing Date, the Company issued the Initial Warrants, which are immediately exercisable, and the Additional Warrants, which are exercisable only upon the funding of future loan tranches. The Initial Warrants and the Additional Warrants expire seven years from the Closing Date.

During the three and six months ended June 30, 2026, holders did not exercise any of the Initial Warrants.

Equity Incentive Plans

Hyperfine Inc. 2021 Equity Incentive Plan and Inducement Option Grant

The Company’s equity incentive plans include the Company’s 2021 Equity Incentive Plan (the “Hyperfine Plan”). The Hyperfine Plan is administered by the Company's board of directors. The board of directors may grant restricted stock and options to purchase shares either as incentive stock options or non-qualified stock options. The option grants are subject to certain terms and conditions, option periods and conditions, exercise rights and privileges as set forth in the Hyperfine Plan. Effective January 1, 2026, the number of shares available for grant increased by 3,888,869 shares pursuant to the evergreen provision in the Hyperfine Plan that provides for an automatic annual increase in the number of shares available for grant under the Hyperfine Plan equal to the lesser of (i) 4% of the number of outstanding shares of common stock on the first day of the applicable fiscal year, and (ii) an amount determined by the administrator of the Hyperfine Plan, beginning in fiscal year 2022 and ending on the second day of fiscal year 2031. As of June 30, 2026, 6,409,893 shares of common stock remain available for issuance under the Hyperfine Plan.

In addition, the Company has made an inducement option grant outside of the Hyperfine Plan in accordance with Nasdaq Listing Rule 5635(c)(4).

Stock option activity

During the three and six months ended June 30, 2026, the Company granted stock options primarily to non-employee directors. The weighted-average grant date fair value of options granted during the three and six months ended June 30, 2026 was $0.80.

The Company utilized the Black-Scholes option pricing model for determining the estimated fair value for service awards. The Black-Scholes model requires the use of subjective assumptions which determine the fair value of stock-based awards. The assumptions used to value option grants to non-employee directors for the six months ended June 30, 2026:

Restricted stock unit activity