Stockholders' Equity (Deficit) |
6 Months Ended |
|---|---|
Jun. 30, 2026 | |
| Equity [Abstract] | |
| Stockholders' Equity (Deficit) | Stockholders' Equity (Deficit) Common Stock The Company is authorized to issue 350,000,000 shares of common stock, par value $0.001 per share. As of June 30, 2026, and December 31, 2025, there were approximately 68,782,077 and 49,293,557 shares of common stock issued and outstanding, respectively. Reverse Recapitalization In connection with the February 24, 2026, reverse recapitalization, the Company issued 4,480,437 shares to former Blackbox stockholders, 2,093,664 shares on the automatic conversion of the Special Warrants (see Note 10 – Fair Value Measurements), 160,606 shares on the conversion of all outstanding SAFEs, and 1,077,353 commitment shares. All outstanding Series C Convertible Preferred Stock converted into 1,374,018 shares of common stock during the three months ended March 31, 2026. Public and Private Offerings On March 9, 2026, the Company completed an underwritten public offering of 2,702,702 shares at $18.50 per share for gross proceeds of $50.0 million and net proceeds of approximately $46.8 million. In connection with the offering the Company terminated the at-the-market equity program inherited from Blackbox, effective March 5, 2026. On June 24, 2026, the Company entered into a securities purchase agreement with certain accredited investors providing for the issuance and sale of 7,017,540 shares of common stock at $14.25 per share for aggregate gross proceeds of approximately $100.0 million. Net proceeds were approximately $95.4 million after placement agent fees and offering expenses. The offering closed June 26, 2026. The shares were issued in reliance on the exemptions provided by Section 4(a)(2) of the Securities Act and Rule 506(b) of Regulation D and are restricted securities. On June 29, 2026, the Company filed an automatic shelf registration statement on Form S-3 including a resale prospectus covering all 7,017,540 shares. Shares Committed and Not Yet Issued During the six months ended June 30, 2026, the Company entered into share-settled consulting arrangements covering 1,000,000 shares of common stock. The aggregate grant-date fair value of $10.7 million was recorded as a Shares for Services prepaid with a corresponding credit to additional paid-in capital at the grant date. The Company recognizes the related expense on a straight-line basis over each service period. Expense of $- and $2.8 million was recognized for the three and six months ended June 30, 2026. The shares were not issued as of June 30, 2026, and are excluded from the 68,782,077 shares of common stock issued and outstanding at that date. Upon issuance, the Company will reclassify the par value of those shares from additional paid-in capital to common stock. The reclassification will have no effect on total stockholders' equity, and no additional cost will be recognized. The shares will enter the weighted-average common shares outstanding from the date of issuance. See Note 9 – Stock-Based Compensation. Series A Preferred Stock Shares of the Series A Convertible Preferred Stock (the “Series A Stock”) rank pari passu with the Company’s Common Stock with respect to dividend and liquidation rights. Additionally, each share entitles the holder to 100 votes on matters submitted to Company stockholders. As of June 30, 2026 there were 1,634,999 shares of Series A Stock outstanding all of which are held by Leonard Sternheim, the Company’s Chief Executive Officer and Executive Director. On April 14, 2026, Mr. Kepler converted 550,000 shares of Series A Convertible Preferred Stock into 550,000 shares of common stock on a one-for-one basis. On May 5, 2026, the Company reacquired and cancelled 1,084,999 shares of Series A Convertible Preferred Stock held by Mr. Kepler in connection with the Option Exercise described in Note 4 – Blackbox Reverse Recapitalization and Deconsolidation of Blackbox.io, Inc. Separately and on the same date, Mr. Kepler sold his remaining 1,634,999 shares of Series A Convertible Preferred Stock to Mr. Sternheim for aggregate consideration of $1.00 pursuant to a previously disclosed February 24, 2026 stock purchase agreement. The Company was not a party to, and received no proceeds from, that transaction. As a result of these transactions, Mr. Sternheim beneficially owns all outstanding shares of Series A Convertible Preferred Stock and controls a majority of the aggregate voting power of the Company’s outstanding capital stock. The Company therefore meets the definition of a "controlled company" within the meaning of Nasdaq Listing Rule 5615(c). The Company does not currently intend to rely on the controlled company exemptions and intends to continue to maintain a majority-independent Board of Directors and fully independent Audit, Compensation, and Nominating and Corporate Governance Committees. Additional Paid-In Capital Additional paid-in capital primarily consists of amounts received in excess of par value from the issuance of common stock, as well as the impact of the reverse recapitalization transaction. Transaction costs directly attributable to the reverse recapitalization were recorded as a reduction to additional paid-in capital.
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