Common Stock Warrants |
6 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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| Common Stock Warrants | 7) Common Stock Warrants The following is a summary of warrants for the six months ended June 30, 2026:
On February 17, 2025, the Company issued a total of 1,042,000 Pre-Funded Warrants to purchase one share of Common Stock per Pre-Funded Warrant, 1,600,000 Series A Warrants to purchase 0.25 share of Common Stock per Series A Warrant, and 1,600,000 Series B Warrants to purchase one share of Common Stock per Series B Warrant in connection with the Public Offering. The Series A Warrants are exchangeable in the ratio of four Series A Warrants for share of Common Stock. The Company assessed the Pre-Funded Warrants and Series A Warrants under ASC 480 and ASC 815 and determined that the Pre-Funded and Series A Warrants met the requirements to be classified in stockholders’ equity. The Company assessed the Series B Warrants under ASC 480 and ASC 815 and determined that the Series B Warrants will be classified as liabilities as they do not meet the requirements to be considered indexed to the Company’s own stock, due to the potential change in the settlement amount of the Series B Warrants upon an alternative cashless exercise election. The Company utilized a scenario-based option pricing model to calculate the value of the Series B Warrants issued during the year ended December 31, 2025. The fair value of the Series B Warrants of $18.9 million was estimated at the date of issuance using the following inputs and assumptions: the issuance date closing stock price of $3.95, the number of Series B Warrants issued totaling 1,600,000, and a 100% probability of the investors’ election for alternative cashless exercise at a ratio of Common Stock per Series B Warrant of 3:1 upon receipt of the Warrant Stockholder Approval. The Warrant Stockholder Approval was obtained on April 10, 2025. During the three months ended March 31, 2025, the Company recorded a gain of approximately $10.6 million related to the change in fair value of the warrant liability which is recorded in other income (expense) on the consolidated statement of operations. The fair value of the remaining outstanding Series B Warrants of approximately $1,000 was estimated at December 31, 2025 utilizing a scenario-based option pricing model using the following inputs and assumptions: the valuation date stock price of $0.02, the number of Series B Warrants outstanding as of the valuation date totaling 36,198, and a 100% probability of the investors’ election for alternative cashless exercise at a ratio of Common Stock per Series B Warrant of 3:1 after receipt of the Warrant Stockholder Approval. As of March 31, 2026, there were no Series B Warrants outstanding as they had all expired. In connection with the issuance of RSUs on June 5, 2026, the exercise price of the Series A Preferred Warrants was adjusted to $0.0062 per share and the number of shares issuable upon exercise of the Series A Preferred Warrants was adjusted proportionally to 2,612,903,423 (the “June 2026 Adjustment”). The June 2026 Adjustment resulted in the number of shares of Common Stock issuable upon exercise of all outstanding warrants being increased by 2,485,243,839 shares during the six months ended June 30, 2026. As a result of the June 2026 Adjustment, the Company recognized the change in the fair value of the Series A Preferred Warrants as a deemed dividend in the amount of approximately $13.2 million during the three and six months ended June 30, 2026. The Company valued the deemed dividend in connection with the June 2026 Adjustment as the difference between: (a) the modified fair value of the Series A Preferred Warrants in the amount of approximately $13.6 million and (b) the fair value of the Series A Preferred Warrants prior to the modification of approximately $0.4 million. The fair value of the Series A Preferred Warrants before the effect of the June 2026 Adjustment was estimated utilizing the Black Scholes model using the following key inputs and assumptions: the number of shares issuable upon exercise of the Series A Preferred Warrants totaling 127,659,584 shares; the exercise price of $0.1269 per share; dividend yield of 0%; remaining term of 2.11 years; equity volatility of 190.0%; and a risk-free interest rate of 4.09%. The fair value of the Series A Preferred Warrants after the effect of the June 2026 Adjustment was estimated utilizing the Black Scholes model and the following key inputs and assumptions: the number of shares issuable upon exercise of the Series A Preferred Warrants totaling 2,612,903,423 shares; the exercise price of $0.0062 per share; dividend yield of 0%; remaining term of 2.11 years; equity volatility of 190.0%; and a risk-free interest rate of 4.09%. |
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