Stockholders’ Deficit |
6 Months Ended |
|---|---|
Jun. 30, 2026 | |
| Stockholders’ Deficit [Abstract] | |
| Stockholders’ Deficit | 6. Stockholders’ Deficit
On December 15, 2021, in connection with the filing of the Company’s amended and restated certificate of incorporation, the Company increased the total number of authorized shares of all classes of stock to 50,000,000 shares of common stock and 15,000,000 shares of preferred stock.
The holders of shares of Series A Convertible Preferred Stock had the following rights and preferences:
Liquidation
In the event of any liquidation, dissolution or winding up of the Company, the holders of Series A Convertible Preferred Stock were entitled to be paid out of Company assets, available for distribution to its stockholders, in preference to the holders of common stock. The holders of Series A Convertible Preferred Stock were to be paid an amount per share equal to the greater of (i) the Series Original Issue Price of $1.90 per share plus any dividends declared but unpaid or (ii) an amount per share as would have been payable had all shares of preferred stock been converted into common stock plus and dividends declared but unpaid. If Company assets were not sufficient to pay the holders of Series A Convertible Preferred Stock in full, they will share ratably in any distribution in proportion to the respective convertible amounts held by each holder of preferred stock. After the holders of Series A Convertible Preferred Stock are paid in full, the holders of common stock are entitled on a ratable basis to all remaining assets of the Company.
Mandatory conversion
Each share of Series A Convertible Preferred Stock was mandatorily convertible upon either (i) the closing of the sale of shares of common stock to the public at a price of at least $14.25 per share in a firm-commitment underwritten public offering pursuant to an effective registration statement under the Securities Act of 1933, as amended, or (ii) the date and time, or the occurrence of an event, specified by vote or written consent of the holders of a majority of the Series A Convertible Preferred Stock.
Optional conversion
Each share of Series A Convertible Preferred Stock was convertible at the option of the holder at any time into shares of common stock as determined by dividing the applicable Original Issue Price by the applicable Conversion Price (initially the applicable Original Issue Price). The Conversion Price was subject to adjustment for dilutive issuances. Voting
The holders of Series A Convertible Preferred Stock were entitled to vote equal to the number of whole shares of common stock into which the shares of preferred stock are convertible as of the record date for determining stockholders entitled to vote on such matter. The holders of Series A Convertible Preferred Stock and common stock generally voted together as one class. |