Stockholders' Equity |
6 Months Ended |
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Jun. 30, 2026 | |
| Stockholders' Equity Note [Abstract] | |
| Stockholders' Equity | Stockholders’ Equity Common stock As discussed in Note 3, in connection with the Merger consummation, the Company filed its amended and restated certificate of incorporation, which authorized the issuance of up to 300,000,000 shares of common stock with a par value of $0.0001 per share. Pursuant to the Offering, the Company issued and sold 11,012,387 shares of common stock at a purchase price of $3.00 per share for gross proceeds of $33 million and total offering costs of $4.2 million. As of June 30, 2026 and December 31, 2025, the Company had 300,000,000 shares of common stock authorized and 57,667,113 and 57,542,113 shares issued and outstanding, respectively. As of June 30, 2026 and December 31, 2025, there were 242,332,887 and 242,457,887 shares available for issuance, respectively. Holders of common stock are entitled to receive dividends whenever funds are legally available and when declared by the Board of Directors, subject to the priority rights of holders of preferred stock outstanding. Holders of common stock are entitled to one vote for each share of common stock held at all meetings of stockholders. Preferred stock As discussed in Note 3, in connection with the Merger consummation, the Company filed its amended and restated certificate of incorporation, which authorized the issuance of up to 10,000,000 shares of preferred stock with a par value of $0.0001 per share. As of June 30, 2026 and December 31, 2025, no shares of preferred stock are issued or outstanding. Long-term incentive compensation plan The Company previously maintained the 2018 Equity Incentive Plan, as amended (the “2018 Plan”), under which the Company previously granted stock options. The 2018 Plan was terminated and all outstanding options issued under the 2018 Plan were assumed by the 2025 Equity Incentive Plan (the “2025 Plan” and together with the 2018 Plan, the “Plans”). The Company currently maintains the 2025 Plan, which was approved and adopted pursuant to the Merger Agreement, under which the Company may grant options, stock appreciation rights, restricted stock, restricted stock units, performance units, performance shares and other stock-based awards to employees, directors and consultants of the Company. The Company has reserved 10,752,566 shares of the Company’s common stock for future issuance in connection therewith, comprised of (i) 5,752,566 shares of common stock issuable upon the exercise of the Assumed Options and (ii) the remainder reserved for future issuances of incentive awards under the 2025 Plan at the discretion of the Board of Directors (the “Board”) to officers, key employees, consultants and directors. Refer to Note 13 Stock-Based Compensation for further details. Warrants In connection with the Offering, the Company issued to (i) each of the placement agents, A Warrants to purchase an aggregate of 829,730 shares of Company common stock at an exercise price of $3.00 per share and (ii) certain of the placement agents, B Warrants to purchase an aggregate of 166,667 shares of Company common stock at an exercise price of $0.0001 per share (the “Warrants”). The Warrants are exercisable at any time following their issuance. They will expire on the earlier of (i) five years from the issuance date or (ii) the third anniversary of the date on which the Company’s common stock is first listed for trading on a recognized trading market. The Warrants qualify for the derivative scope exception under ASC 815 and are therefore presented as a component of stockholders’ equity on the condensed consolidated balance sheets at their issuance date fair value without subsequent fair value re-measurement. The weighted average exercise price of the warrants is $2.50 and the expected term is 4.5 years. As of June 30, 2026 and December 31, 2025, none of the Warrants have been exercised and all 996,397 Warrants remain outstanding.
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