Common Stock Warrant Liability

9 Months Ended

Sep. 30, 2025

On January 19, 2021, in connection with entering into the Credit Agreement, the Company issued Hayfin

a warrant to purchase 108,154 shares of common stock at an exercise price of $0.03 per share. On

March 17, 2022, upon amendment to the Credit Agreement, the Company issued Hayfin a warrant to

purchase 77,253 shares of common stock at an exercise price of $0.03 per share. On March 3, 2023,

upon Amendment No. 4 to the Credit Agreement and as a result of antidilution adjustment provisions in

connection with the Series F redeemable convertible preferred stock financing, the Company issued

Hayfin a warrant to purchase 1,462,260 shares of common stock at an exercise price of $0.03 per share

(collectively, the “Warrants”). As of September 30, 2025 and December 31, 2024, all warrants remained

outstanding.

The Warrants have a net exercise provision under which their holders may, in lieu of payment of the

exercise price in cash, surrender the warrant and receive a net amount of shares based on the fair market

value of the Company’s stock at the time of exercise of the Warrants after deduction of the aggregate

exercise price. The Warrants also have customary antidilution protection provisions. The Warrants are

scheduled to terminate on the ten-year anniversary of the issuance date, however, the Warrants are

scheduled to automatically net exercise immediately prior to termination if the fair market value of one

share of common stock exceeds the then current exercise price per share of common stock. In

connection with certain change of control transactions, which include SPAC combinations, mergers,

consolidations and the sale or lease of substantially all of the assets of the Company, the Warrants

automatically net exercise if the fair market value of one share of common stock exceeds the then current

exercise price per share of common stock. The Warrants do not automatically net exercise in connection

with an IPO.

The aggregate fair value of the Warrants issued in connection with the 2021 Credit Agreement and the

amended 2021 Credit Agreement was $4.3 million and $3.5 million, respectively, at issuance and was

recognized as a debt discount and recorded as a warrant liability.

The warrant liabilities were remeasured to fair value, resulting in a loss of $32.1 million and $585,000

during the three months ended September 30, 2025 and 2024, respectively, and a loss of $34.6 million

and $4.5 million during the nine months ended September 30, 2025 and 2024, respectively, within the

condensed consolidated statements of operations and comprehensive loss.

At September 30, 2025 and December 31, 2024, the fair value of the common stock warrant liability was

determined using the Black-Scholes option pricing model based on the following weighted average

assumptions:


	September 30,	December 31,
	2025	2024
Stock price ...............................................................................................	$33.66	$12.68
Exercise price ..........................................................................................	$0.03	$0.03
Contractual term (in years) ...................................................................	5.8	6.6
Expected volatility ...................................................................................	55.7%	72.1%
Weighted-average risk-free interest rate ............................................	3.80%	4.44%
Dividend yield ..........................................................................................	0%	0%

See Note 18 for information about the common stock warrant exercise.