BANK WARRANTS |
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| BANK WARRANTS | BANK WARRANTS On December 18, 2025, in connection with the 2025 Loan and Security Agreement and the 2025 Mezzanine Loan and Security Agreement, the Company issued warrants (the “2025 Bank Warrants”) to the Bank and the other lenders party thereto to purchase a total of 173,591 shares of common stock at an exercise price of $4.65 per share, subject to adjustments. During 2026, the exercise price of the 2025 Bank Warrants was revised to $11.42. The 2025 Bank Warrants will expire on December 18, 2035. The 2025 Bank Warrants were originally recorded as a liability in the condensed consolidated balance sheets at their allocated proceeds based on a relative fair value allocation between the 2025 Bank Warrants and the debt with an offset recorded as additional debt discount to be amortized. For the year ended December 31, 2025, the 2025 Bank Warrants were classified as liability warrants because they were subject to adjustment. Once the Company exercised its right to the exercise price adjustment during 2026, the 2025 Bank Warrants were marked to fair value as of the adjustment date. This was recognized as a loss from changes in fair value of financial instruments in the condensed consolidated statements of operations, and then reclassified as equity warrants in the condensed consolidated balance sheets. In conjunction with the 2024 Amendment, the Company issued warrants to the Bank to purchase 43,343 shares of common stock, at an exercise price of $2.31 per share (the “2024 Warrants”). The 2024 Warrants had an expiration date of March 27, 2034. The estimated initial fair value of the 2024 Warrants in aggregate was $0.1 million and was computed using an option pricing method with the following assumptions: a term to maturity of 10 years; a risk-free rate of 4.20%; a dividend yield of zero; and expected volatility of 52.80%. The Company recorded the 2024 Warrants as a liability in the Company’s condensed consolidated balance sheet and capitalized the fair value of the warrants as a deferred asset related to the 2024 Amendment. The 2024 Warrants also provide for 65,015 additional shares of common stock to be made available for exercise to the Bank should the Company draw on the term loan commitment as provided for by the legacy Loan and Security Agreement. On December 18, 2025, in connection with the 2025 Amendment, the Company entered into an amendment to reduce the number of additional shares from 65,015 to 21,655 shares of common stock and also provided that the 2024 Warrants will be exercisable for all 21,655 additional shares of common stock. After such amendment, the 2024 Warrants are exercisable for a total of 64,998 shares of common stock. The 2024 Warrants were classified as a liability in the Company’s consolidated balance sheet as of December 31, 2025, and any changes in fair value from such liability were recorded as loss from changes in fair value of financial liabilities on the Company’s condensed consolidated statement of operations. On February 16, 2026, certain option rights expired which previously resulted in a liability classification of the 2024 Warrants. Following the expiration of these option rights, the 2024 Warrants were fair valued and reclassified as equity in the condensed consolidated balance sheets, with the change in fair value as of February 16, 2026 recognized in earnings. As of June 30, 2026, all 2024 Bank Warrants had been exercised, and no warrants remain outstanding. On February 27, 2020, in connection with a mezzanine loan and security agreement between the Company and the Bank, the Company issued warrants to the Bank (and certain additional lenders) to purchase a total of 280,600 shares of common stock at an exercise price of $2.29 per share (the “Mezzanine Warrants”). The Mezzanine Warrants will expire on February 26, 2032. The Company recorded the Mezzanine Warrants as equity in the Company’s condensed consolidated balance sheets and capitalized the fair value of the warrants as a component of the debt discount. On March 12, 2019, another amendment was made to the Original Bank Warrant in order to remove the provisions for further adjustments. On March 12, 2019, the Company issued a warrant (the “New Bank Warrant”) to the Bank to purchase 25,428 shares of common stock at an exercise price of $0.77 per share and will expire on March 11, 2029. The Company recorded the New Bank Warrant as equity in the Company’s condensed consolidated balance sheet and capitalized the fair value of the warrants as a component of the debt discount. In connection with the Company’s IPO, the New Bank Warrants were exercised and are no longer outstanding as of June 30, 2026. On June 27, 2017, the Company entered into the Loan and Security Agreement to provide one or more loans or other extensions of credit as described in Note 7 - Debt. In conjunction with the Loan and Security Agreement, the Company issued a warrant (the “Original Bank Warrant”) to the Bank to purchase 47,700 shares of common stock, at an exercise price of $0.23 per share. The Original Bank Warrant will expire on June 26, 2027. In May 2018 the Company granted the lender an additional 15,900 warrants, at an exercise price of $0.23 per share, with the same expiration date as the Original Bank Warrant. As of June 30, 2026, all Original Bank Warrants had been exercised, and no warrants remain outstanding. As of June 30, 2026, the following equity classified warrants to issue stock of the Company remain outstanding:
During the three and six months ended June 30, 2026, a total of 305,788 warrants were net settled for a total issuance of 291,042 shares of common stock.
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