Stockholders' Equity |
6 Months Ended | ||||||||||||||||||||||||||||||||||||||||
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Jun. 30, 2026 | |||||||||||||||||||||||||||||||||||||||||
| Equity [Abstract] | |||||||||||||||||||||||||||||||||||||||||
| Stockholders' Equity | 10. Stockholders' Equity Common Stock As of June 30, 2026, the Company’s certificate of incorporation, as amended and restated on June 22, 2026, authorized the Company to issue 700,000,000 shares of common stock, $0.00001 par value, with 500,000,000 of such shares designated as voting common stock and 200,000,000 of such shares designated as non-voting common stock. As of June 30, 2026, 93,467,940 shares of voting common stock and no shares of non-voting common stock were issued and outstanding. The voting, dividend and liquidation rights of the holders of the Company’s common stock may be subject to and qualified by the rights, powers and preferences of the holders of the Company’s preferred stock, if issued. Each share of voting common stock is entitled to one vote on all matters submitted to stockholders, except that, pursuant to the Company’s certificate of incorporation, holders of common stock are not entitled to vote on amendments to the certificate that relate solely to the terms of the outstanding preferred stock if the holders of such preferred stock are entitled to vote separately on those amendments. Each holder of non-voting common stock shall be treated equally to that of the voting common stock except that the holders thereof shall have no right to vote for the election of directors or on any other matters requiring stockholder action, except as required by law. Each holder of non-voting common stock shall also be entitled to convert such stock to voting common stock, at a 1-to-1 ratio, provided such holder's beneficial ownership, as defined under Section 13(d) of the Exchange Act, does not exceed 9.99% of the shares then outstanding. Prior to the June 22, 2026 amendment, the Company's certificate of incorporation, as amended and restated, authorized the Company to issue 55,133,053 shares of common stock, $0.00001 par value. The voting, dividend and liquidation rights of the holders of the Company’s common stock were subject to and qualified by the rights, powers and preferences of the holders of the Company’s preferred stock set forth above. Each share of common stock was entitled to one vote on all matters submitted to stockholders, except that, pursuant to the Company’s certificate of incorporation, holders of common stock are not entitled to vote on amendments to the certificate that relate solely to the terms of the outstanding preferred stock if the holders of such preferred stock are entitled to vote separately on those amendments. The holders of common stock are entitled to receive dividends, if any, as declared by the Company’s board of directors, subject to the preferential dividend rights of the preferred stock. As of June 30, 2026, and December 31, 2025 no dividends have been declared or paid.
Preferred Stock As of June 30, 2026, the Company’s certificate of incorporation, as amended and restated on June 22, 2026, authorized the Company to issue 10,000,000 shares of undesignated preferred stock, $0.00001 par value. No shares of preferred stock have been issued and no shares were outstanding as of June 30, 2026.
Warrants In connection with the issuance of Series B Preferred Stock, the Company issued warrants to purchase up to 1,752,080 shares of Company’s common stock (the “Warrants”) with an exercise price of $13.41 per share, exercisable, in whole or in part, only upon the first date the Company achieves a valuation of $5.0 billion and until the tenth anniversary of the issuance date (September 4, 2035). The warrants, which were classified as equity, were initially recorded at fair value and do not require subsequent remeasurement. The warrants were granted only to a select group of investors that led the Series B Preferred Stock financing round as an economic incentive for their role. The fair value of the warrants, totaling $7.4 million, was recognized as a warrant issuance expense within the condensed consolidated statement of operations and comprehensive loss in the period of issuance. The fair value of the warrants was measured using the Monte Carlo pricing model. Significant inputs into the model as of September 4, 2025 were as follows:
As of June 30, 2026, no warrants were exercised and all remain outstanding. |
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