v3.26.1
Convertible Note
6 Months Ended
Jun. 30, 2026
Debt Disclosure [Abstract]  
Convertible Note Convertible Note
On August 5, 2024, the Company entered into the Convertible Note Purchase Agreement pursuant to which the Company agreed to sell and issue to Carbon Direct Capital and other purchasers in a private placement transaction in one or more closings up to an aggregate principal amount of $150,000 of convertible notes. On August 6, 2024, the Company issued and sold $40,150 principal amount of convertible notes to Carbon Direct Capital pursuant to the Convertible Note Purchase Agreement. The gross proceeds from the initial closing were approximately $40,000 before deducting estimated offering expenses.
On May 7, 2025, the Company consummated a Qualified Equity Financing with the preferred stock issuance, resulting in conversion of the Convertible Note into 340,543 shares of Common Stock (34,054,337 prior to the Reverse Stock Split) pursuant to the mandatory conversion provision of the Convertible Note. The fair value adjustment upon conversion was $8,132 of which $4 was booked to Common Stock at a par value of $0.0000001 and the remaining was recorded in additional paid-in capital in the Company’s consolidated balance sheets. Prior to its conversion on May 7, 2025, the change in fair value of the Convertible Note was $9,400 and $43,800 for the three and six months ended June 30, 2025, respectively, through the date of conversion on May 7, 2025. These amounts were included within other income (expense), net in the Company’s consolidated statements of operations and comprehensive loss.