v3.26.1
Common Stock and Common Stock Warrants
 6 Months Ended
Jun. 28, 2026
Common Stock and Common Stock Warrants [Abstract]  
Common Stock and Common Stock Warrants

(13) Common Stock and Common Stock Warrants

 

The Company has authorized the issuance of 1,000,000,000 shares of common stock and 10,000,000 shares of preferred stock as of June 28, 2026. No preferred stock has been issued and none are outstanding as of June 28, 2026.

 

Common stock purchase agreement

 

On July 16, 2024, the Company entered into a common stock purchase agreement with White Lion Capital, LLC (“White Lion”), as amended on July 24, 2024 (“White Lion SPA”), and a related registration rights agreement for an equity line of credit financing facility. Pursuant to the White Lion SPA, the Company has the right, but not the obligation, to require White Lion to purchase, from time to time, up to $30 million in aggregate gross purchase price of newly issued shares of the Company’s common stock, subject to the caps and certain limitations and conditions set forth in the White Lion SPA, including terms that restrict the ability of the Company to issue shares of common stock to White Lion that would result in White Lion beneficially owning more than 9.99% of the Company’s outstanding common stock.

 

On August 14, 2024, the Company entered into Amendment No. 2 to the White Lion SPA (collectively with the White Lion SPA “White Lion Amended SPA”). The White Lion Amended SPA provides that the Company may notify White Lion to exercise the Company’s right to sell shares of its common stock by delivering an Hour Rapid Purchase Notice. If the Company delivers an Hour Rapid Purchase Notice, the Company shall deliver to White Lion shares of common stock not to exceed the lesser of (i) five percent of the Average Daily Trading Volume on the date of an Hour Rapid Purchase Notice and (ii) 100,000 shares of common stock. The closing of the transactions under an Hour Rapid Purchase Notice will occur one Business Day following the date on which the Hour Rapid Purchase Notice is delivered. At such closing, White Lion will pay the Company the Hour Rapid Purchase Investment Amount equal to the number of shares of common stock subject to the applicable Hour Rapid Purchase Notice multiplied by the lowest traded price of the Company’s common stock during the one-hour period following White Lion’s consent to the acceptance of the applicable Hour Rapid Purchase Notice.

 

On January 11, 2026, the Company and White Lion entered into Amendment No. 3 (“Amendment No. 3”) to the White Lion SPA. Amendment No. 3 extends the commitment period under the White Lion SPA (the “Commitment Period”) to the earlier of December 31, 2027 and the date on which White Lion has purchased an aggregate number of shares of the Company’s common stock equal to the Commitment Amount (as defined below). Further, Amendment No. 3 increases, subject to approval by the Company’s stockholders, the commitment amount under the Purchase Agreement to $55.0 million of shares of its common stock (the “Commitment Amount”), which the Company may elect to sell to White Lion pursuant to the White Lion SPA, from time to time in the Company’s sole discretion, during the Commitment Period.

In addition, Amendment No. 3 adds an option for the Company to submit three hour rapid purchase notices to White Lion that, if accepted by White Lion and otherwise delivered in accordance with the Purchase Agreement, would enable the Company to sell shares of its common stock to White Lion based on the lowest traded price of the Company’s common stock during the three-hour valuation period following White Lion’s written acceptance of a three hour purchase notice.

 

In the thirteen week and twenty-six week periods ended June 28, 2026, the Company issued an aggregate of 4.4 million and 9.0 million, respectively, shares of the Company’s common stock for total proceeds of $3.6 million and $10.6 million, respectively. As of June 28, 2026, the Company has issued an aggregate of 15.9 million shares of the Company’s common stock for total proceeds of $24.0 million.

 

Shares reserved for future issuance

 

The Company has reserved shares of common stock for issuance related to the following:

 

   As of 
   June 28,   December 28, 
   2026   2025 
Common stock warrants   25,670,265    25,670,265 
Employee stock purchase plan   3,174,434    3,174,434 
Stock options and RSUs, issued and outstanding   17,610,163    19,164,660 
Stock options and RSUs, authorized for future issuance   11,577,201    11,603,508 
SAFE Agreement   —    2,750,000 
Forward purchase agreements   6,720,000    6,720,000 
Convertible notes   97,698,212    82,460,428 
Deferred purchase price consideration   12,510,008    11,640,506 
Total shares reserved   174,960,283    163,183,801 

 

Warrants

 

The potential number of shares of the Company’s common stock for outstanding warrants were as follows:

 

   Potential shares of common
stock as of		   Exercise     
   June 28,
2026 (1)		   December 28,
2025 (1)		   price per
share		   Expiration date 
Liability classified warrants                
Public Warrants   8,625,000    8,625,000   $11.50    July 18, 2028 (2) 
Private Placement Warrants   6,266,667    6,266,667    11.50    July 18, 2028 (2) 
Working Capital Warrants   716,668    716,668    11.50    July 18, 2028 (2) 
Total shares of common stock – liability classified warrants   15,608,335    15,608,335           
Equity classified warrants                    
Series B Warrants (converted to common stock warrants)   5,054    5,054   $4.30    February 2026  
Series C Warrants (converted to common stock warrants)   482,969    482,969    1.00    July 2026 
Series C-1 Warrants (converted to common stock warrants)   173,067    173,067    0.01    January 2030 
SVB Common Stock Warrants   2,473    2,473    0.38    2033 
SVB Common Stock Warrants   2,525    2,525    0.62    2033 
Promissory Note Common Stock Warrants   24,148    24,148    0.01    October 2031 
July 2023 Common Stock Warrants   38,981    38,981    0.01    July 2028 
Common Stock Warrants Issued in 2023 (“Merger Warrants”)   6,266,572    6,266,572    11.50    July 18, 2033 
Cantor Warrant   3,066,141    3,066,141    1.68    June 2029 
Total shares of common stock – equity classified warrants   10,061,930    10,061,930           
Total potential shares of common stock   25,670,265    25,670,265           

 

(1) Excludes the 2025 Cantor Warrant which was not issued as of June 28, 2026.
   
(2) The warrants expire five years after the Closing date of the Mergers, which date was July 18, 2023, or earlier upon redemption or liquidation.