EQUITY

9 Months Ended

Sep. 30, 2025

Equity [Abstract]

EQUITY

EQUITY

Preferred Stock

The Company’s articles of incorporation, as amended, provide that the Company is authorized to issue 50,000,000 shares of preferred stock, with such preferred stock consisting of: (1) 250,000 shares of non-voting Series A preferred stock, with a par value of $0.0001 per share; (2) 1,586,620 shares of voting Series B preferred stock, with a par value of $0.0001 per share; (3) 1,320,850 shares of voting Series C preferred stock, with a par value of $0.0001 per share; and (4) remaining shares of “blank check” preferred stock to be designated by the Company’s board of directors. Each authorized series of preferred stock is described below.

Issuance of Preferred Stock

Series A Preferred Stock

At the time of the Company’s initial public offering, the Company issued 250,000 shares of the Company’s non-voting convertible Series A preferred stock to Vert Capital for the acquisition of Genesis Collaboration LLC. As of September 30, 2025, a total of 167,972 shares of Series A preferred stock remained outstanding which can be converted into 6,693 shares of Class A common stock, at the discretion of the Series A stockholder.

Series B Preferred Stock and Series C Preferred Stock

On September 25, 2020, in connection with the acquisition of Sahara Holding Limited ("Sahara”), the Company issued 1,586,620 shares of Series B preferred stock and 1,320,850 shares of Series C preferred stock. The Series B preferred stock has a stated and liquidation value of $10.00 per share and pays a dividend out of the earnings and profits of the Company at the rate of 8% per annum, payable quarterly. The Series B preferred stock was convertible into the Company’s Class A common stock at a conversion price of $66.40 per share which was the closing price of the Company’s Class A common stock on the Nasdaq Stock Market on September 25, 2020 (the “Conversion Price”). The Series C preferred stock has a stated and liquidation value of $10.00 per share and was convertible into the Company’s Class A common stock at the Conversion Price either (i) at the option of the holder at any time after January 1, 2026, or (ii) automatically upon the Company’s Class A common stock trading at 200% of the Conversion Price for 20 consecutive trading days (based on a volume weighted average price).

To the extent not previously converted into the Company’s Class A common stock, the outstanding shares of Series B preferred stock were redeemable at the option of the holders at any time or from time to time commencing on January 1, 2024 upon 30 days prior written notice from the holders, for a redemption price, payable in cash, equal to the sum of (a) $10.00 multiplied by the number of shares of Series B preferred stock being redeemed (the “Series B Redeemed Shares”), plus (b) all accrued and unpaid dividends, if any, on such Series B Redeemed Shares. The Series C preferred stock was also subject to redemption on the same terms commencing January 1, 2026. The aggregate estimated fair value of the Series B and C preferred stock of $28.5 million was included as part of the total consideration paid for the purchase of Sahara.

The Series B preferred stock has been recorded at its estimated fair value on the date of issuance of approximately $16.1 million, which includes the conversion and redemption features as they have not been bifurcated from the host instruments.

The Series C preferred stock has been recorded at its estimated fair value on the date of issuance of approximately $12.4 million, which includes the conversion and redemption features as they have not been bifurcated from the host instrument.

As the redemption features in the Series B preferred stock and Series C preferred stock are not solely within the control of the Company, the Company has classified the Series B preferred stock and Series C preferred stock as temporary equity in the Company’s condensed consolidated balance sheet.

On October 1, 2025, the Company entered into an agreement (the "Agreement") with all of the holders of its Series B preferred stock and Series C preferred stock.

Pursuant to the Agreement, the holders converted all outstanding shares of Series C preferred stock—constituting a total of 1,320,850 shares - into a total of 198,920 shares of Class A common stock, par value $0.0001 per share.

In addition, the holders agreed with the Company to amend the terms of the Series B preferred stock. Specifically, the right of the holders to convert their Series B preferred stock into Class A common stock at their option, and a provision that provided for automatic conversion if the price of the common stock on the Nasdaq Capital Market reached a certain level, were eliminated. The right of the holders to cause the Company to redeem their Series B preferred stock at their option was also eliminated.

The dividend provisions of the Series B preferred stock were amended to provide that the current 8% per annum dividend, currently accruing on a non-compounding cumulative basis, would begin accruing at 9% per annum on October 2, 2027, 10% on October 2, 2028, 11% on October 2, 2029 and 12% on October 2, 2030 and thereafter. The cumulative dividends are payable only when and if declared, or in the event of a liquidation of the Company. No dividends can be declared or paid on junior classes of capital stock, including the common stock, unless unpaid cumulative dividends on the Series B preferred stock are first paid. Although the dividends are payable only when and if declared or upon a liquidation, dividends that do become payable but remain unpaid will accrue interest at a fixed rate of 12% until such dividend and interest shall be paid in full.

In the Agreement, the Company agreed to apply up to 20% of the net proceeds of future primary equity securities offerings undertaken by the Company for capital-raising purposes to redeem or repurchase the Series B preferred stock at a redemption price per share of $10.00 until all such shares are redeemed and repurchased. The obligation to repurchase or redeem the Series B preferred stock is subject to possible limitation based on legal or stock market listing standard considerations.

Common Stock

Following the Company's one-for-five reverse stock split in February 2025, the Company’s common stock consists of 3,750,000 shares of Class A voting common stock and 50,000,000 shares of Class B non-voting common stock. On August 8, 2025, at the Company's annual meeting of shareholders, the Company's shareholders approved an amendment to the Company's articles of incorporation to increase the number of authorized shares of Class A common stock from 3,750,000 to 25,000,000. Class A and Class B common stock have the same rights except that Class A common stock is entitled to one vote per share while Class B common stock has no voting rights. Upon any public or private sale or disposition by any holder of Class B common stock, such shares of Class B common stock shall automatically convert into shares of Class A common stock. As of September 30, 2025 and December 31, 2024, the Company had 5,512,319 and 1,970,615 shares of Class A common stock issued and outstanding, respectively. No Class B shares were outstanding as of September 30, 2025 or December 31, 2024.

February 2025 Private Placement

On February 19, 2025, the Company entered into a Securities Purchase Agreement (the “2025 Purchase Agreement”) with certain institutional accredited investors, pursuant to which the Company agreed to issue and sell, in a private placement priced at-the-market under the rules of The Nasdaq Stock Market (the “2025 Private Placement”), an aggregate of (i) 260,000 shares (the “2025 Shares”) of the Company’s Class A common stock, (ii) pre-funded warrants (the “2025 Pre-Funded Warrants”) to purchase up to an aggregate of 1,063,000 shares of Class A Common Stock (the “2025 Pre-Funded Warrant Shares”), and (iii) warrants (the “2025 Common Warrants” and, together with the 2025 Pre-Funded Warrants, the “2025 Warrants”) to purchase up to an aggregate of 1,323,000 shares of Class A Common Stock (the “2025 Common Warrant Shares” and, together with the 2025 Pre-Funded Warrant Shares, the “2025 Warrant Shares”). The purchase price of each 2025 Share and accompanying 2025 Common Warrant was $2.13, and the purchase price of each 2025 Prefunded Warrant and accompanying 2025 Common Warrant was $2.1299. The 2025 Private Placement closed on February 21, 2025, and the Company issued the 2025 Shares and executed and delivered the 2025 Warrants. The gross proceeds from the 2025 Private Placement were approximately $2.8 million, before deducting placement agent fees and other private placement expenses. Each 2025 Pre-Funded Warrant has an initial exercise price of $0.0001 per share (subject to adjustments as set forth therein), is immediately exercisable upon issuance and will expire when exercised in full. Each 2025 Common Warrant has an initial exercise price of $2.13 per share (subject to adjustments as set forth therein), is exercisable six months following the date of issuance and will expire five and a half years from the date of issuance. Pursuant to the Purchase Agreement, the Company filed a registration statement on Form S-3 (the “Registration Statement”) with the Securities Exchange Commission (“SEC”) on April 7, 2025 to register the resale of the 2025 Shares and the 2025 Pre-Funded Warrant Shares. The Registration Statement was declared effective by the SEC on April 24, 2025.

Through September 30, 2025, the holders exercised all of the Pre-Funded Warrants. In addition, two of the holders of the 2025 Common Warrants exercised a total of 882,000 warrants with a total exercise price of $1.9 million.

September 2025 Registered Direct Offering

On September 23, 2025, the Company entered into a placement agency agreement with a placement agent, and a securities purchase agreement with certain purchasers, pursuant to which the Company issued and sold, in a registered direct offering, an aggregate of 1,333,333 shares of the Company’s Class A common stock at a price of $3.00 per share. The offering closed on September 24, 2025. The gross proceeds to the Company were approximately $4.0 million, before deducting the Placement Agent's fees and other offering expenses payable by the Company.

Warrants

The Company had equity warrants outstanding of 895,787 and 277,201 as of September 30, 2025 and December 31, 2024, respectively.