v3.26.1
Stockholders’ Equity
 6 Months Ended
Jun. 30, 2026
Equity [Abstract]  
Stockholders’ Equity

14. Stockholders’ Equity

 

Under the Company’s Certificate of Third Amendment to the Amended and Restated Certificate of Incorporation, filed June 16, 2025, the Company is authorized to issue 70,000,000 shares of common stock, and 20,000,000 shares of preferred stock, par value $0.001 per share. The rights and preferences of the Company’s common stock and preferred stock are described in Note 17. Stockholders’ Equity, to our consolidated financial statements included in Item 8. Financial Statements and Supplementary Data of the Company’s 2025 Form 10-K and are unchanged as of June 30, 2026.

 

Common Stock:

 

The holders of common stock are entitled to one vote for each share held. The Company has not declared any dividends since inception.

 

During the six months ended June 30, 2026, the Company issued 225,000 shares of common stock upon the vesting of restricted stock units (“RSUs”) under the 2021 Omnibus Incentive Plan (“2021 Plan”) (see Note 15. Equity Incentive Plans and Share-Based Payments). No shares of common stock were issued for RSUs during the three months ended June 30, 2026.

 

During the three months ended June 30, 2026, the Company issued an aggregate of 2,332,803 shares of common stock in connection with conversions of outstanding securities, consisting of (i) 282,600 shares issued upon the conversion of 200 shares of Series B-2 Convertible Preferred Stock, par value $0.001 per share (the “Series B-2 Preferred Stock”) at a conversion ratio of 1,413-to-one, (ii) 134,235 shares issued upon the conversion of 95 shares of Series B-3 Convertible Preferred Stock, par value $0.001 per share (the “Series B-3 Preferred Stock”) at a conversion ratio of 1,413-to-one, (iii) 1,619,463 shares issued upon the conversion of 1,012 shares of Series C Convertible Preferred Stock, par value $0.001 per share (the “Series C Preferred Stock”) at a conversion ratio of 1,600.26-to-one, and (iv) 296,505 shares issued upon the conversion of $231,274 aggregate principal amount and accrued PIK interest of the Company’s Notes (consisting of $200,000 of principal and $31,274 of accrued PIK interest) at a conversion price of $0.78 per share. No shares of common stock were issued upon the exercise of warrants during the three or six months ended June 30, 2026.

 

Warrants

 

As of June 30, 2026, the Company had outstanding warrants to purchase an aggregate of 2,269,356 shares of common stock with an exercise price range of $3.55 to $100.00 per share and expiration dates ranging from November 2026 to November 2028. No warrants were issued, exercised, expired, forfeited or otherwise modified during the three or six months ended June 30, 2026. The Company’s outstanding warrants as of June 30, 2026 were as follows:

 

Warrants 

Number of

 Shares

  

Exercise

Price

  

Expiration

Date

Liability classified (See Note 3. Fair Value Measurements)   2,192,736   $3.55   11/02/2028
Equity classified   76,620    100.00   11/02/2026

 

The liability-classified warrants are remeasured to fair value at each reporting date, with changes in fair value recognized in the condensed consolidated statements of operations. See Note 3. Fair Value Measurements for the change in fair value recognized during the six months ended June 30, 2026.

 

Preferred Stock:

 

During the three months ended June 30, 2026, 200 shares of Series B-2 Preferred Stock, 95 shares of Series B-3 Preferred Stock and 1,012 shares of Series C Preferred Stock were converted into shares of common stock as described above under Common Stock. There were no other changes in any series of preferred stock during the three and six months ended June 30, 2026.

 

Shares of preferred stock issued and outstanding at June 30, 2026 and December 31, 2025 were as follows:

 

   June 30,
2026		   December 31,
2025		   Conversion
Price		 
Series B-2 Convertible Preferred Stock   1,850    2,050   $0.7074 
Series B-3 Convertible Preferred Stock   6,498    6,593   $0.7074 
Series C Convertible Preferred Stock   9,707    10,719   $0.6249 
Series D Convertible Preferred Stock   3,019    3,019   $0.6249 

 

All series of preferred stock outstanding as of June 30, 2026 are classified as permanent equity on the Company’s condensed consolidated balance sheets. The Series C Preferred Stock and Series D Preferred Stock were reclassified from mezzanine equity to permanent equity following the Company’s September 16, 2025 special meeting of stockholders, in accordance with the limited exception under ASC 480-10-S99-3A(3)(f).

 

 

Convertible Debt

 

The Notes issued in November 2024 originally allowed for up to 5,384,615 shares of common stock to be issued upon conversion of principal, plus additional shares issuable upon conversion of accrued PIK interest. During the three and six months ended June 30, 2026, a portion of the Notes representing $0.2 million of aggregate principal amount and accrued PIK interest was converted into 296,505 shares of common stock at a conversion price of $0.78 per share. No other conversions have occurred since issuance. As of June 30, 2026, the remaining $4.0 million of principal was convertible into 5,128,205 shares of common stock, exclusive of additional shares issuable upon conversion of accrued and unpaid PIK interest. The remaining unconverted portion of the Notes outstanding as of June 30, 2026, is detailed in Note 12. Debt – Convertible Notes Payable.