Common Stock

6 Months Ended

Jun. 30, 2025

Equity [Abstract]

Common Stock

Redeemable Convertible Preferred Stock

Redeemable convertible preferred stock consists of the following as of June 30, 2025 and December 31,

2024 (in thousands, except share amounts):

	June 30, 2025 and December 31, 2024
Series	Number of Shares Authorized	Number of Shares Issued and Outstanding	Carrying Value	Liquidation Value
Series A ....................................................	4,082,965	4,082,965	$2,041	$2,041
Series B-1 ................................................	1,954,846	1,954,846	6,940	6,940
Series B-2 ................................................	2,848,263	2,848,263	10,111	10,111
Series C ...................................................	11,343,434	11,343,434	104,378	193,167
Series D ...................................................	7,151,873	7,151,873	110,756	110,854
Series E ...................................................	12,040,980	12,040,980	304,197	305,018
Series F ....................................................	61,344,029	61,344,029	168,957	262,295
Series F-1 ................................................	21,465,064	21,465,064	61,186	61,491
Total .........................................................	122,231,454	122,231,454	$768,566	$951,917

The significant rights and obligations of the Company’s redeemable convertible preferred stock are as

follows:

Dividends

The holders of Series A, Series B-1, Series B-2, Series C, Series D, Series E, Series F and Series F-1

redeemable convertible preferred stock are entitled, on a pro rata, pari passu basis, when and if declared

by the Board of Directors, to non-cumulative dividends out of the Company's assets legally available

therefore at the rate of $0.030, $0.284, $0.284, $0.7384, $1.24, $2.0265, $0.2281 and $0.1528 per share

per annum, respectively. No distributions will be made with respect to the common stock until all declared

but unpaid dividends on redeemable convertible preferred stock have been paid or set aside for payment

to the convertible preferred stockholders. Except with respect to the rights of the holders of Series C

redeemable convertible preferred stock upon a liquidation event, the right to receive dividends on shares

of redeemable convertible preferred stock are non-cumulative, and no right to such dividends accrues to

holders of redeemable convertible preferred stock by reason of the fact that dividends on such shares are

not declared or paid in any years. At June 30, 2025 and December 31, 2024, no dividends had been

declared or paid.

Dividends are payable to preferred stockholders in the order of: first, the Series F and Series F-1

redeemable convertible preferred stock, then the Series E redeemable convertible preferred stock, then

the Series D redeemable convertible preferred stock, then the Series C redeemable convertible preferred

stock, then the Series B-1 and B-2 redeemable convertible preferred stock, and then finally, the Series A

redeemable convertible preferred stock. After payment of the full amount of any dividends described

above, any additional dividends shall be distributed among all holders of common stock and all holders of

redeemable convertible preferred stock on an as-converted basis.

The holders of Series C redeemable convertible preferred stock are the only preferred stockholders

entitled to cumulative dividends upon a liquidation event. In connection with the Series F redeemable

convertible preferred stock financing, the cumulative dividends payable to holders of Series C redeemable

convertible preferred stock upon a liquidation event were capped from $6.66 to $8.25 per share

depending on the time of issuance, with an aggregate total of $88.5 million, provided, however, that the

Company shall be under no obligation to pay such Series C preferred accruing dividends until a

liquidation event; provided further, that a holder of shares of Series C redeemable convertible preferred

stock shall automatically forfeit any then accrued but unpaid Series C redeemable convertible preferred

accruing dividends with respect to such shares upon conversion of such shares into shares of common

stock. As of June 30, 2025 and December 31, 2024, the total accumulated, but not yet declared or paid,

dividends of $88.5 million related to the Series C redeemable convertible preferred stock was not

recorded in the condensed consolidated financial statements as an accrued dividend as such an event

was not considered probable to occur.

Liquidation Rights

In the event of any liquidation, dissolution or winding up of the Company, either voluntary or involuntary,

the holders of Series F, Series F-1, Series E, Series D, Series C, Series B-1, Series B-2 and Series A

redeemable convertible preferred stock are entitled to liquidation preferences in the amount of $4.2758,

$2.8647, $25.3317, $15.50, $9.23, $3.55, $3.55, and $0.50 per share, respectively, for each outstanding

share plus all declared but unpaid dividends, if the shares are not converted to common stock.

Payment of liquidation rights to preferred stockholders are in the order of: first, the Series F and Series

F-1 redeemable convertible preferred stock, then the Series E redeemable convertible preferred stock,

then the Series D redeemable convertible preferred stock, then the Series C redeemable convertible

preferred stock, then the Series B-1 and B-2 redeemable convertible preferred stock, and then finally the

Series A redeemable convertible preferred stock. The remaining assets, if any, shall be distributed to the

holders of common stock.

If upon the liquidation, dissolution or winding up of the Company, the assets of the Company legally

available for distribution to the holders of the Series F, Series F-1, Series E, Series D, Series C, Series

B-1, Series B-2 and Series A redeemable convertible preferred stock are insufficient to permit the

payment to such holders of the full liquidation preferences to which they are entitled, then the holders of

the Company’s common stock will receive nothing in respect of their equity holdings in the Company.

Upon such an event, the assets of the Company legally available for distribution shall satisfy the

respective liquidation preferences of the preferred stockholders with equal pro rata priority in the same

preferential order as described above.

Conversion Rights

Each share of Series A, Series B-1, Series B-2, Series C, Series D, Series E, Series F and Series F-1

redeemable convertible preferred stock shall automatically be converted into fully-paid, nonassessable

shares of common stock at the then effective conversion rate per share for such share prior to the closing

of a firm commitment underwritten IPO pursuant to an effective registration statement filed under the

Securities Act of 1933, as amended, or SPAC transaction covering the offer and sale of the Company’s

common stock, provided that (i) the aggregate gross proceeds to the Company are not less than

$100,000,000 and (ii) the per share price of the shares sold in the public offering shall be no less than

$4.9884 per share or $5.7010 per share (subject to adjustment from time to time for Recapitalizations and

as otherwise set forth elsewhere herein). In addition, and so long as a certain investor holds at least

11,693,855 shares of Series F redeemable convertible preferred stock (a ‘‘Qualified Public Offering’’),

such shares shall automatically be converted into fully-paid, nonassessable shares of common stock at

the then effective conversion rate for such share upon the written consent of the holders of a majority of

the Series F and F-1 redeemable convertible preferred stock (voting as a single class and on an as-

converted basis). The conversion rates per share for previously issued preferred stock were amended as

a result of the Series F redeemable convertible preferred stock financing from the original conversion

rates per share for Series B-1, Series B-2, Series C, Series D and Series E redeemable convertible

preferred stock. Upon a Qualified Public Offering, shares of each series of the outstanding redeemable

convertible preferred stock are convertible into the number of shares of common stock determined by

dividing the original issue price for the relevant series of redeemable convertible preferred stock by the

conversion price for such series. As of June 30, 2025 and December 31, 2024, shares of Series A, Series

B-1, Series B-2, Series C, Series D, Series E, Series F and Series F-1 outstanding redeemable

convertible preferred stock are convertible into shares of common stock on a 0.342466:1, 0.403088:1,

0.403088:1, 0.576386:1, 0.646673:1, 0.695098:1, 0.342466:1, and 0.342466:1 basis, as adjusted for the

Reverse Stock Split, respectively.

Voting Rights

The holder of each share of Series A, Series B-1, Series B-2, Series C, Series D, Series E, Series F and

Series F-1 redeemable convertible preferred stock that is outstanding is entitled to one vote for each

share of common stock into which it could be converted.

Common Stock

Under the Company’s Amended and Restated Certificate of Incorporation, the Company is authorized to

issue 210,300,000 shares of $0.001 par value common stock.

Common stock reserved for issuance, on an as-converted basis, consisted of the following:

	June 30,	December 31,
	2025	2024
Redeemable convertible preferred stock ................................................	51,226,348	51,226,348
Options to purchase common stock .........................................................	8,523,955	8,537,203
Common stock warrants ............................................................................	1,647,667	1,647,667
Total ..............................................................................................................	61,397,970	61,411,218