v3.26.1
Warrants
 6 Months Ended
Jun. 30, 2026
Warrants and Rights Note Disclosure [Abstract]  
Warrants Warrants
Warrants
Outstanding		Weighted
Average
Exercise Price
Per Share		Weighted
Average
Remaining
Contractual
Life (years)		Aggregate
Intrinsic Value
Balance as of January 1, 20263,501,133 $4.19 4.37$376,868 
Warrants issued— — 
Warrants exercised— — 
Warrants canceled and forfeited— — 
Warrant liability variable share change311,619
Balance as of June 30, 20263,812,752 $3.84 3.79$250,475 
Warrants exercisable as of June 30, 20263,812,752 $3.84 3.79$250,475 
Liability Classified Warrants
The following table presents the change in the liability balance associated with the liability classified warrants, which are classified in Level 3 of the fair value hierarchy from January 1, 2025 to June 30, 2026:
Warrants ($)
Balance as of January 1, 2025$255,039 
Additional warrants issued— 
Change in fair value(3,574)
Balance as of December 31, 2025$251,465 
Additional warrants issued— 
Change in fair value(953)
Balance as of June 30, 2026$250,512 
On November 9, 2016, the Company has issued a customer a warrant to purchase up to $1.00 million of capital stock in a future round of financing at a 20% discount of the lowest price paid by another investor. There is no vesting period, and the warrant expires on November 30, 2026. The Company evaluated the provisions of ASC 480, Distinguishing Liabilities from Equity, noting the warrant should be classified as a liability due to its settlement being for a variable number of shares and potentially for a class of shares not yet authorized. The warrant was determined to have a fair value of $250 thousand which was recorded as a Deferred contract acquisition asset and to a Warrant liability during the year ended December 31, 2016 and was amortized as a revenue discount prior to the current periods presented. The fair value of the warrant was
estimated on the date of grant by estimating the warrant’s intrinsic value on issuance using the estimated fair value of the Company as a whole and has a balance of $250 thousand as of June 30, 2026.
As of June 30, 2026, the number of warrants exercisable under this agreement amount to 523,013, representing an increase of 203,319 compared to 319,694 as of December 31, 2025. The change is solely due to the change in the variable share settlement associated with the warrant liability terms.
On December 16, 2016, the Company issued an investor warrant to purchase $50 thousand worth of shares of our Class A Common Stock. The warrants have no vesting period and expire on December 16, 2026. The warrant agreement states that the investor is entitled to the “number of shares of Common Stock with a Fair Market Value as of the Determination Date of $50,000”. The determination date is defined as the “date that is the earlier of (A) the conversion of the investor’s Note into the equity interests of the Company or (B) the maturity date of the Note.” The investor converted the referenced Note on June 30, 2020, therefore, defining the determination date. The number of shares to be purchased is settled as 428 shares as of June 30, 2020. The exercise price of the warrants is variable until the exercise date.
The Company used a Black-Scholes-Merton pricing model to determine the fair value of the warrants and uses this model to assess the fair value of the warrant liability. As of June 30, 2026, the warrant liability is recorded at $512 which is a $953 decrease, recorded to Change in fair value of warrant liability, from the balance of $1,465 as of December 31, 2025.
The following assumptions were used to calculate the fair value of the warrant liability:
June 30, 2026December 31, 2025
Fair value
$1.20 — $1.56
$1.53 — $3.42
Exercise price
$0.87 — $0.93
$0.93 — $1.97
Risk free interest rate
3.67% — 3.91%
3.50% — 3.97%
Expected dividend yield— %— %
Expected volatility
72.68% — 82.87%
143.35% — 174.07%
Expected term0.50 years2 years
Equity Classified Warrants
Warrant Issuance DateStrike PriceJune 30, 2026December 31, 2025
November 9, 2016$46.80 5,3425,342
September 3, 2024$4.83 95,49395,493
September 3, 2024$4.83 318,202318,202
September 10, 2024$3.41 250,930250,930
October 31, 2025$4.20 1,301,9451,301,945
October 31, 2025$4.20 1,209,0991,209,099
Total warrants outstanding3,181,0113,181,011
November 9, 2016
The Company has issued a customer a warrant to purchase 5,342 shares of Class A Common Stock with an exercise price of $46.80 per share. The warrant was issued on November 9, 2016. There is no vesting period, and the warrant expires on November 30, 2026.
The warrants to purchase the remaining 5,342 shares of the Company’s Class A Common Stock remain outstanding as of June 30, 2026.
September 3, 2024
On September 3, 2024, the Company entered into a securities purchase agreement with a single institutional investor to purchase 95,494 shares of Class A Common Stock, par value $0.01 of the Company (or pre-funded warrants in lieu
thereof) in a registered direct offering priced at-the-market under Nasdaq rules. The shares were purchased at $4.8195 resulting in proceeds of $460,230.
On November 6, 2024, the 95,494 shares were issued upon the exercise of the warrants for $0.0150 per share resulting in $1,432 in proceeds.
In a concurrent private placement, the Company also agreed to issue and sell unregistered warrants to purchase up to an aggregate of 190,987 shares of Class A Common Stock, par value $0.01 of the Company. The exercise price for each share of common stock (or pre-funded warrant in lieu thereof) and accompanying warrant is $4.8345. The private placement warrants will be exercisable upon receipt of shareholder approval and will expire five years from the initial exercise date and will have an exercise price of $4.8345 per share.
On October 31, 2025, the institutional investor exercised 95,494 warrants to purchase shares of Class A Common Stock of the Company and the warrants were repriced to $4.20 per warrant for total proceeds of $401,075.
The warrants to purchase the remaining 95,493 shares of the Company’s Class A Common Stock remain outstanding as of June 30, 2026.
September 3, 2024
On September 3, 2024, the Company also entered into a warrant inducement agreement with a single institutional investor to exercise 78,203 outstanding warrants that the Company issued on June 5, 2023 (as amended on December 20, 2023) and 240,000 outstanding warrants that the Company issued on December 20, 2023. These warrant exercises are discussed under the June 5, 2023 and December 20, 2023 sections above. In consideration for the immediate exercise of the warrants, the Company also agreed to issue to the investor unregistered warrants to purchase an aggregate of 636,404 shares of the Company's common stock. These warrants have an exercise price of $4.8345 per share, are exercisable upon receipt of shareholder approval on November 18, 2024, and will expire five years from the initial exercise date or November 18, 2029.
In accordance with the Inducement Agreement we recognized a deemed dividend of $1.94 million calculated as the fair value of the warrants and reduction in exercise price of the warrants as described above immediately following the Inducement Agreement. The fair values were determined using the Black Scholes Model. This deemed dividend is added to Net loss to arrive at Net loss attributable to common stockholders on the statements of operations.
On October 31, 2025, the institutional investor exercised 318,202 warrants to purchase shares of Class A Common Stock of the Company and the warrants were repriced to $4.20 per warrant for total proceeds of $1,336,448,
The warrants to purchase the remaining 318,202 shares of the Company’s Class A Common Stock remain outstanding as of June 30, 2026.
September 10, 2024
On September 10, 2024, the Company, entered into a securities purchase agreement with a certain institutional investor. The investor and the Company previously entered into that certain securities purchase agreement dated July 13, 2024, in which the Company issued 306,514 shares of Class A Common Stock, par value $0.01 of the Company in exchange for the issuance by the investor to the Company of (i) a $500,000 promissory note payable on July 31, 2024; (ii) a $500,000 promissory note payable on August 31, 2024; and (iii) a $1,000,000 promissory note payable within three (3) trading days of an effective resale registration statement. As of June 30, 2026, all promissory notes have been repaid.
The Company agreed, at the closing of the securities purchase agreement and upon the terms and subject to the conditions set forth, to issue shares certain warrants to purchase 250,930 shares of Class A Common Stock, with an exercise price equal to $3.4095, subject to adjustment in certain circumstances. The warrants shall be exercisable for a period of 24 months beginning on November 1, 2024.
The warrants to purchase the remaining 250,930 shares of the Company’s Class A Common Stock remain outstanding as of June 30, 2026.
December 5, 2024
On December 5, 2024, the Company entered into a securities purchase agreement (the “December 2024 SPA”) with an investor, pursuant to which the Company agreed to issue and sell to the Selling Stockholder (i) in a registered direct offering, (a) 139,000 shares of Class A Common Stock (the “December 2024 Shares”); and (b) Prefunded Warrants (the "December 2024 Prefunded Warrants") to purchase 231,370 shares of the Company’s Class A Common Stock at an exercise price of $0.015 per share and (ii) in a concurrent private placement, common stock purchase warrants consisting of Series A common warrants exercisable for up to 370,370 shares of Class A Common Stock at an exercise price of $8.1000 per share of Class A Common Stock (the “December 2024 Series A Warrants”), and Series B common warrants exercisable for up to 277,778 shares of Class A Common Stock at an exercise price of $8.10 per share (the “December 2024 Series B Warrants”, and collectively with the December 2024 Series A Warrants, (the “December 2024 Private Placement Warrants”). The offering price per December 2024 Share and respective December 2024 Private Placement Warrants was $8.10 and the offering price per December 2024 Prefunded Warrant was $8.09.
The December 2024 SPA closed on December 5, 2024 resulting in net proceeds of $2,706,769 which includes $1,125,900 for the December 2024 shares and $1,870,626 from the December 2024 Pre-Funded Warrants and is net of placement fees, legal expenses, and audit expenses totaling $290 thousand. The 139,000 shares of Class A Common Stock were issued on December 5, 2024.
Prefunded Warrants are exercisable immediately and shall expire when exercised in full. Series A Warrants are exercisable on or after the Shareholder Approval Date and have a term of exercise equal to 5 years from the Shareholder Approval Date. Series B Warrants are exercisable on or after the Shareholder Approval Date and have a term of exercise equal to 5 years from the Shareholder Approval Date. On October 31, 2025 the institutional investor forfeited the 370,370 December 2024 Series A Warrants and 277,778 December 2024 Series B Warrants in exchange for new Series A Warrants and Series B Warrants in the transaction discussed below.
All warrants related to this investment have been forfeited and are no longer outstanding as of June 30, 2026.
January 6, 2025
On January 6, 2025, the Company entered into a securities purchase agreement (the “January 2025 SPA”) with an institutional investor (the “Selling Stockholder”), pursuant to which the Company agreed to issue and sell to the Selling Stockholder (i) in a registered direct offering, (a) 175,000 shares of Class A Common Stock (the “January 2025 Shares”); and (b) Prefunded Warrants (the "January 2025 Prefunded Warrants") to purchase 239,202 shares of the Company’s Class A Common Stock at an exercise price of $0.001 per share and (ii) in a concurrent private placement, common stock purchase warrants consisting of Series A common warrants exercisable for up to 414,202 shares of Class A Common Stock at an exercise price of $8.45 per share of Class A Common Stock (the “January 2025 Series A Warrants”), and Series B common warrants exercisable for up to 207,101 shares of Class A Common Stock at an exercise price of $8.45 per share (the “January 2025 Series B Warrants”, and collectively with the January 2025 Series A Warrants, the “January 2025 Private Placement Warrants”). The offering price per January 2025 Share and respective January 2025 Private Placement Warrants was $8.45, and the offering price per Prefunded Warrant was $8.449.
On January 8, 2025, the Company closed the registered direct offering and the private placement offering (collectively, the “January 2025 Offering”), raising gross proceeds of approximately $3.50 million before deducting placement agent fees and other offering expenses payable by the Company.
On January 30, 2025, the institutional investor exercised 188,202 warrants to purchase shares of Class A Common Stock of the Company at a price of $0.001 per warrant for total proceeds of $188.20.
On February 19, 2025, the institutional investor exercised 51,000 warrants to purchase shares of Class A Common Stock of the Company at a price of $0.001 per warrant for total proceeds of $51.00.
On October 31, 2025, as part of the transaction discussed below, the institutional investor exercised the remaining 414,202 January 2025 Series A Warrants and 207,101 January 2025 Series B Warrants after the exercise price was reduced to $4.20 per warrant resulting in total proceeds of $2,609,473.
All warrants related to this investment have been exercised and are no longer outstanding as of June 30, 2026.
October 31, 2025
On October 31, 2025, the Company entered into a Warrant Exercise and Exchange Inducement Agreement (the “WEEA”) with a certain institutional investor, pursuant to which the institutional investor agreed to (i) exercise (the “Exercise”) (a) a portion of the warrants issued to the institutional investor on September 3, 2024, which were exercisable for 413,695 shares of the Company’s Class A Common Stock, par value $0.01 per share, with a current exercise price of $4.83 per share (the “September 2024 Warrants”) and (b) all of the warrants issued to the institutional investor on January 8, 2025, which were exercisable for 621,303 shares of Class A Common Stock, with a current exercise price of $8.45 per share (the “January 2025 Warrants” and collectively with the September 2024 Warrants, the “Existing Warrants”); and (ii) exchange all or a portion of the common stock purchase warrants issued to the institutional investor on December 6, 2024, which are exercisable for 648,148 shares of Class A Common Stock, with a current exercise price of $8.10 per share, (the “December 2024 Warrants”) for New Warrants.
As consideration for the Exercise, the Company agreed to modify the Existing Warrants by reducing the exercise price of, including any unexercised portion thereof, to $4.20 per share; (ii) issue to the institutional investor new unregistered warrants to purchase up to an aggregate of 2,511,044 shares of Class A Common Stock (equal to 180% of the shares of Class A Common Stock issued in connection with the Exercise) comprised of (a) “October 2025 Series A Warrants” to purchase an aggregate of 1,301,945 shares of the Company's Class A Common Stock and “October 2025 Series B Warrants” to purchase an aggregate of 1,209,099 shares of the Company's Class A Common Stock, each with an exercise price of $4.20 per share (collectively, the “New Warrants”) in a private placement pursuant to Section 4(a)(2) of the Securities Act of 1933; and (iii) exchange all 648,148 of the institutional investor’s December 2024 Warrants for New Warrants to purchase up to a number of shares of Class A Common Stock equal to 100% of the number of shares issuable upon exercise of the December 2024 Warrants with an exercise price of $4.20 per share. Before and after the transaction, the Existing Warrants and the New Warrants were both determined to be equity classified and the transaction was directly attributable to an equity offering. As such, the Company recognized approximately $2.16 million from the modification within Additional paid in capital.
The WEEA closed on November 3, 2025 resulting in the Company receiving gross proceeds of $4,346,996 which includes $2,609,473 for the exercise of the January 2025 Warrants and $1,737,523 for the exercise of the September 2024 Warrants. The Company paid fees related transaction totaling $324,290 resulting in net proceeds of $4,022,706.
The warrants to purchase the 1,209,099 October 2025 Series A Warrants and the 1,301,945 October 2025 Series B Warrants remain outstanding as of June 30, 2026.