v3.26.1
At-the-Market Offering Program
6 Months Ended
Jun. 30, 2026
At-the-Market Offering Program [Abstract]  
At-the-Market Offering Program

Note 4 —  At-the-Market Offering Program

 

On June 30, 2026, the Company entered into a Sales Agreement (the “Sales Agreement”) with Needham & Company, LLC (“Needham”), pursuant to which the Company may offer and sell, from time to time, shares of its Class A common stock having an aggregate offering price of up to approximately $3.5 million through Needham. Any sales of shares under the Sales Agreement will be made pursuant to the Company’s effective shelf registration statement on Form S-3, including the related prospectus supplement.

 

Needham will be entitled to compensation of up to 3.0% of the gross sales price of any shares sold under the Sales Agreement. The Company has also agreed to reimburse certain expenses of Needham and to provide customary indemnification, representations, warranties and covenants under the terms of the Sales Agreement.

 

The Company intends to use the net proceeds from sales of common stock, if any, under the Sales Agreement primarily for working capital, capital expenditures and other general corporate purposes.

 

Sales of shares under the Sales Agreement, if any, may be made in transactions that are deemed to be “at-the-market offerings,” as defined in Rule 415(a)(4) under the Securities Act of 1933, as amended (“ATM program”). The Company is not obligated to sell any shares under the Sales Agreement and may suspend or terminate the offering at any time in accordance with the terms of the Sales Agreement. During the three and six months ended June 30, 2026, no shares of the Company’s Class A common stock were issued or sold under the Sales Agreement. As of June 30, 2026, an aggregate of approximately $3.5 million remained available for sale under the ATM program. See Note 12, Subsequent Events.