STOCKHOLDERS’ EQUITY (DEFICIT) |
6 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Jun. 30, 2026 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Equity [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| STOCKHOLDERS’ EQUITY (DEFICIT) | STOCKHOLDERS’ EQUITY (DEFICIT) The Company has authorized 750,000 shares of Class A common stock with a par value of $0.001 per share and 10,000 shares of preferred stock with a par value of $0.001 per share. As of December 31, 2025 and March 31, 2026, the Company also had authorized 100 shares of Class B common stock with a par value of $0.001 per share, of which 65 shares were issued and outstanding as of each date. Holders of each share of Class A common stock are entitled to one vote per share and holders of Class B common stock were entitled to 1,000 votes per share. Holders of Class A common stock and Class B common stock voted together as a single class on all matters (including the election of directors) submitted to a vote of stockholders, unless otherwise required by law or our certificate of incorporation. Each share of Class B common stock was convertible at any time into one share of Class A common stock at the option of the holder. On May 4, 2026, in accordance with the automatic conversion provisions of the Company’s certificate of incorporation, each share of Class B common stock then-outstanding automatically converted into one share of Class A common stock on a one-for-one basis. Accordingly, all 65 shares of Class B common stock that were issued and outstanding were converted and retired effective May 4, 2026. Effective May 5, 2026, following such automatic conversion and the filing of a Certificate of Retirement with the Secretary of State of the State of Delaware, the total number of authorized shares of the Company's common stock decreased from 750,100 to 750,035 and the number of authorized shares of Class B common stock decreased from 100 to 35. As disclosed in the Company's prospectus for its initial public offering and in subsequent periodic reports, no further shares of Class B common stock will be issued. The following table summarizes the total shares of Class A common stock and Class B common stock outstanding as of June 30, 2026 and December 31, 2025:
In December 2024, the Company’s board of directors (the “Board”) authorized a share buyback program (the “Buyback Program”) which permitted the Company to repurchase up to the lesser of: (i) 10,216 shares of the Company’s Class A common stock; and (ii) $2,250 worth of shares of Class A common stock, in the open market pursuant to a normal course issuer bid, subject to applicable legal, regulatory, and contractual requirements. The Buyback Program expired on January 1, 2026. Through December 31, 2025, a total of 4,801 shares were purchased under the Buyback Program for an aggregate cost, inclusive of fees, of $2,311, thereby utilizing the total permitted under the Buyback Program for the cost basis of the purchases, and no share purchases remain available under the Buyback Program. The shares purchased through the Buyback Program were retired. Warrants Warrants to acquire a total of 1,839 shares of Class A common stock with a weighted-average exercise price of $3.10 were outstanding as of December 31, 2025. These warrants were equity-classified instruments with an estimated fair value of $0.84 per warrant, which was calculated at issuance using a Black-Scholes model utilizing assumptions that included a volatility of 70.0% and a risk-free rate of 3.0%. These warrants expired without being exercised on June 30, 2026. No gain or loss was recognized upon expiration and the related amounts remained within additional paid-in capital. Following the expiration of these warrants, there are no warrants outstanding as of June 30, 2026.
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