STOCKHOLDERS' EQUITY |
6 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Jun. 30, 2026 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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The Company has shares reserved and available for future issuance of common stock as follows as of the periods indicated:
Conversion Shares Held in Abeyance As of June 30, 2026, 6,321,912 Conversion Shares issuable to 3i under the 3i Agreement were held in abeyance under Section 6(a) as a result of the Beneficial Ownership Limitation described in Note 5. The Company's obligation is to issue a fixed number of Conversion Shares in respect of consideration settled at Closing, and neither the 3i Agreement nor the Amended Note permits or requires settlement of that obligation in cash or other assets. Accordingly, the obligation is classified within stockholders' equity. The Conversion Shares held in abeyance are presented as a separate component of stockholders' equity of $0.9 million and are excluded from shares issued and outstanding as of June 30, 2026, as they had not been issued as of that date. Reverse Stock Split On April 16, 2026, the Company filed a Certificate of Amendment (the “Certificate of Amendment”) to the Company’s Amended and Restated Certificate of Incorporation, as amended, to effect a reverse stock split of its issued common stock, par value $0.00001 per share (“common stock”), in the ratio of 1-for-25 (the “Reverse Stock Split”), to be effective at 11:59 p.m., eastern time, on April 20, 2026. As of the effective time of the Reverse Stock Split, every 25 issued and outstanding shares of the Company’s common stock was automatically reclassified into one issued and outstanding share of the Company’s common stock, with any fractional shares being rounded up to the next whole share. Proportionate adjustments were made to the number of shares of common stock underlying the Company’s outstanding equity awards, warrants, the number of shares issuable under its equity incentive plans and other existing agreements, as well as the exercise or conversion price, as applicable. All references to common stock, restricted stock units, warrants, preferred stock, and options to purchase common stock share data, per share data and related information contained in the unaudited condensed consolidated financial statements and the accompanying notes have been retroactively adjusted to reflect the effect of the Reverse Stock Split. |