v3.26.1
Subsequent Events
6 Months Ended
Jun. 30, 2026
Subsequent Events [Abstract]  
Subsequent Events

Note 14 — Subsequent Events

 

Series F PIPE Financing

 

On July 28, 2026, the Company entered into a securities purchase agreement (the “Series F Securities Purchase Agreement”) with an accredited investor (the “Series F PIPE Investor”), pursuant to which the Company agreed to issue and sell to the Series F PIPE Investor an aggregate of 37,812 shares of Series F convertible preferred stock, par value $0.00001 per share (“Series F Preferred Stock”), for an aggregate purchase price of $30,249,600 (the “Series F PIPE Financing”), generating net cash proceeds of $249,600.

 

Concurrently with entering into the Series F Securities Purchase Agreement, the Company also entered into a registration rights agreement with the Series F PIPE Investor, pursuant to which it has agreed to provide the Series F PIPE Investor with certain registration rights related to the shares of Common Stock underlying the shares of Series F Preferred Stock.

 

July 2026 ELOC Purchase Agreement

 

On July 28, 2026, the Company entered into a Common Stock Purchase Agreement relating to a committed equity facility (the “July 2026 ELOC Purchase Agreement”) with an accredited investor (“July 2026 ELOC Investor”), pursuant to which, subject to the terms and conditions set forth therein, the Company has the right, but not the obligation, to direct the July 2026 ELOC Investor, from time to time and at the Company’s sole discretion, to purchase shares of the Company’s Common Stock having an aggregate purchase price of up to the lesser of (i) $750,000,000 and (ii) 19.99% of the total number of shares of the Company’s Common Stock outstanding immediately prior to the execution of the July 2026 ELOC Purchase Agreement, unless stockholder approval has been obtained or an exception under the applicable Nasdaq listing rules applies. Concurrently with entering into the July 2026 ELOC Purchase Agreement, the Company entered into a Registration Rights Agreement with the July 2026 ELOC Investor (the “July 2026 ELOC Registration Rights Agreement”), pursuant to which the Company agreed to provide the July 2026 ELOC Investor with certain registration rights with respect to the securities issuable under the July 2026 ELOC Purchase Agreement.

 

In consideration for the July 2026 ELOC Investor’s commitment under the July 2026 ELOC Purchase Agreement, the Company agreed to pay a $30,000,000 commitment fee, which the July 2026 ELOC Investor agreed would be applied toward its purchase of Series F Preferred Stock pursuant to the Series F Securities Purchase Agreement.