Common Stock and Preferred Stock |
6 Months Ended |
|---|---|
Jun. 30, 2026 | |
| Equity [Abstract] | |
| Common Stock and Preferred Stock | Note 7. Common Stock and Preferred Stock
Common stock
Common Stock Issuances
In January 2026, the Company issued shares of common stock to accredited investors that participated in a private placement for an aggregate of $375. The issuance was exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended, and Rule 506(b) of Regulation D thereunder. These share issuances were part of an offering by the Company initiated in December 2025 that raised $675 in total and closed on January 29, 2026.
During the three months ended June 30, 2026, the company issued shares of common stock to accredited investors that participated in a private placement for an aggregate of $250. The issuance was exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended, and Rule 506(b) of Regulation D thereunder. The funds are being used as general working capital for the Company.
On May 14, 2026, the company settled $262 of outstanding payables through the issuance of shares of common stock to an accredited investor. The issuance was exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended.
On June 30, 2026, the Company issued shares of common stock to an accredited investor that participated in a private placement for $50. The issuance was exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended.
On June 30, 2026, the Company entered into the Note Exchange Agreement, whereby, it issued shares of common stock and shares of a newly designated series of preferred stock, designated as Series E Convertible Preferred Stock, par value $ per share that are convertible into common shares in consideration for $1,220 in outstanding September 2025 Notes. The issuance of shares of Series E Preferred Stock and shares of Common Stock to Project Nickel LLC was not registered under the Securities Act of 1933, as amended, in reliance upon the exemption from registration provided by Section 3(a)(9) of the Securities Act, as an exchange of securities by an issuer with an existing security holder exclusively where no commission or other remuneration was paid or given directly or indirectly for soliciting such exchange.
Preferred stock
On June 30, 2026, the Company filed a Certificate of Designation of Series E Convertible Preferred Stock (the “Certificate of Designation”) with the Secretary of State of the State of Delaware, establishing a new designated class of authorized preferred shares, par value $ per share. The Series E Preferred Stock carries certain preferences, rights, and structural limitations, including a fixed 9.9% beneficial ownership limitation blocker.
Additionally on June 30, 2026, the Company entered into an exchange agreement, whereby, it issued shares of common stock and shares of a newly designated series of preferred stock, designated as Series E Convertible Preferred Stock, par value $ per share that are convertible into common shares in consideration for $1,220 in outstanding September 2025 Notes.
As of June 30, 2026, there are potentially dilutive shares of common stock issuable upon the conversion of the Series E Convertible Preferred Stock. These shares were excluded from the computation of diluted net loss per share for the three and six months ended June 30, 2026, as their inclusion would have been anti-dilutive. The Company had preferred stock outstanding on December 31, 2025.
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