On December 7, 2021, the Company issued $200 million of unsecured convertible notes (the “2026 Convertible Notes”) to certain investors. The 2026 Convertible Notes contain conversion features that meet the definition of a derivative and require separate accounting treatment from the debt host.


	June 30, 2025		December 31, 2024
Value of 2026 Notes Conversion Option	$	2,468	$	322
Conversion price	$	10.61	$	10.61
Common stock price	$	6.79	$	4.45
Expected option term (years)	1.5		1.9
Expected volatility	75.00%		40.00%
Risk-free rate of return	3.80%		4.25%
Expected annual dividend yield	—%		—%

As of June 30, 2025, the 2026 Notes Conversion Option had a fair value of $2.5 million and is presented on the consolidated balance sheets within derivative liabilities. A loss of $2.5 million was recognized during the six months ended June 30, 2025, and is presented in net increase (decrease) in fair value of derivatives on the consolidated statements of operations.

On December 19, 2024, the Company entered into privately negotiated Exchange Agreements with a limited number of holders of the Company’s 2026 Convertible Notes, to exchange the 2026 Convertible Notes for 2029 Convertible Notes. The 2029 Convertible Notes contain conversion features that meet the definition of a derivative and require separate accounting treatment from the debt host.


	June 30, 2025		December 31, 2024
Value of 2029 Notes Conversion Option ($ thousands)	$	169,135	$	115,831
Conversion price	$	3.55	$	3.55
Common stock price	$	6.79	$	4.45
Expected option term (years)	4.5		5.0
Expected volatility	75.00%		37.60%
Risk-free rate of return	3.70%		4.30%
Expected annual dividend yield	—%		—%

As of June 30, 2025, the 2029 Notes Conversion Option had a fair value of $169.1 million and is presented on the consolidated balance sheets within derivative liabilities. A loss of $149.9 million was recognized during the six months ended June 30, 2025, and is presented in net increase (decrease) in fair value of derivatives on the consolidated statements of operations.

During the six months ended June 30, 2025, $57.7 million of the 2029 Convertible Notes have been voluntarily converted by noteholders following the Exchange Transaction. These conversions resulted in the issuance of approximately 16.7 million shares of common stock in exchange for the retirement of the respective notes. During the six months ended June 30, 2025, upon conversion of the notes, there was a mark-to-market adjustment to increase the debt conversion option derivative liability, resulting in a loss of $59.9 million, which is included in the net increase (decrease) in fair value of derivatives and is presented in net increase (decrease) in fair value of derivatives on the consolidated statements of operations. In conjunction with the conversion, a loss of $2.6 million was recognized for the three months ended March 31, 2025 related to the convertible debt discount and unamortized deferred financing costs, and is presented in loss on extinguishment of debt on the consolidated statements of operations.

On June 13, 2023, the Company consummated the closing of a registered direct offering pursuant to an Underwriting Agreement with Cowen and Company, LLC, as representative of the underwriters, for the sale and purchase of an aggregate of 11,848,341 shares of common stock at par value and accompanying common warrants (“RDO warrants”). Each share of common stock is accompanied by a common warrant to purchase three-quarters of a share of common stock at an exercise price of $2.32 per share. The RDO warrants were initially exercisable for up to 8,886,255 shares of common stock and became exercisable six months after issuance and had a five-year term.

On February 27, 2024, the Company entered into a warrant exercise agreement (the “RDO Warrant Exercise Agreement”) with an existing accredited investor (the “RDO Investor”) to exercise in full the outstanding RDO warrants to purchase up to an aggregate of 8,886,255 shares of the Company’s common stock for gross proceeds of $20.6 million. Upon settlement of the RDO warrants, a loss of $10.1 million was recognized for the six months ended June 30, 2024 and is presented in net increase (decrease) in fair value of derivatives on the consolidated statements of operations.

In consideration for the immediate and full exercise of the RDO warrants, on February 28, 2024, the RDO Investor received a new unregistered common stock purchase warrant to purchase up to an aggregate of 5,800,000 of the Company’s common stock (the “2024 RDO warrants”) in a private placement. The 2024 RDO warrants became exercisable six months after issuance and had a five-year term, with an exercise price per share equal to $3.78.


	December 31 2024
Value of each 2024 RDO warrant	$	3.73
Exercise price	$	3.78
Common stock price	$	4.45
Expected option term (years)	4.7
Expected volatility	120.00%
Risk-free rate of return	4.31%
Expected annual dividend yield	—%

On February 5, 2025, the Company entered into a warrant exercise agreement (the “RDO Warrant Exercise Agreement”) with an existing accredited investor (the “RDO Investor”) to exercise in full the outstanding 2024 RDO warrants to purchase up to an aggregate of 5,800,000 shares of the Company’s common stock for gross proceeds of $21.9 million. Upon settlement of the RDO warrants, a loss of $14.3 million was recognized for the six months ended June 30, 2025 and is presented in net increase (decrease) in fair value of derivatives on the consolidated statements of operations.

In consideration for the immediate and full exercise of the 2024 RDO warrants, on February 5, 2025, the RDO Investor received a new unregistered common stock purchase warrant to purchase up to an aggregate of 3,770,000 of the Company’s common stock (the “2025 RDO warrants”) in a private placement. The 2025 RDO warrants will become exercisable six months after issuance and have a five-year term, with an exercise price per share equal to $9.00.


	June 30, 2025		February 6, 2025
Value of each 2025 RDO warrant	$	5.67	$	4.93
Exercise price	$	9.00	$	9.00
Common stock price	$	6.79	$	6.77
Expected option term (years)	5.1		5.5
Expected volatility	125.00%		95.00%
Risk-free rate of return	3.76%		4.25%
Expected annual dividend yield	—%		—%

As of June 30, 2025, the 2025 RDO warrants had a fair value of $21.4 million and is presented on the consolidated balance sheets within derivative liabilities. A loss of $2.8 million, which includes transaction costs associated with the issuance of the RDO warrants, was recognized during the six months ended June 30, 2025 and are presented in net increase (decrease) in fair value of derivatives on the consolidated statements of operations.

On January 19, 2023, the Company consummated the closing of a private placement (the “Private Placement”) by and among the Company and Armistice Capital Master Fund Ltd (the “Purchaser”). At the closing of the Private Placement, the Company issued 13,888,889 shares of the Company’s common stock at par value and warrants to purchase up to an additional 13,888,889 shares of common stock (the “PIPE warrants”). The PIPE warrants became exercisable six months after issuance and had a five-year term, with an exercise price of $2.39 per share. The PIPE warrants were subject to a 4.99% beneficial ownership limitation.

On March 4, 2024, the Company entered into a warrant exercise agreement (the “PIPE Warrant Exercise Agreement”) with an existing accredited investor (the “PIPE Investor”) to exercise in full the outstanding PIPE warrants to purchase up to an aggregate of 13,888,889 shares of the Company’s common stock for gross proceeds of $33.2 million. Upon settlement of the PIPE warrants, a loss of $32.2 million was recognized as a result of the change in fair value for the six months ended June 30, 2024 and is presented in net increase (decrease) in fair value of derivatives on the consolidated statements of operations.

In consideration for the immediate and full exercise of the 2023 PIPE warrants, on March 5, 2024, the PIPE Investor received a new unregistered common stock purchase warrant to purchase up to an aggregate of 9,000,000 shares of the Company’s common stock (the “2024 PIPE warrant”) in a private placement. The 2024 PIPE warrants became exercisable six months after issuance and had a five-year term, with an exercise price per share equal to $4.75.


	December 31, 2024
Value of each 2024 PIPE warrant	$	3.64
Exercise price	$	4.75
Common stock price	$	4.45
Expected option term (years)	4.7
Expected volatility	120.00%
Risk-free rate of return	4.32%
Expected annual dividend yield	—%

existing accredited investor (the “PIPE Investor”) to exercise 4,500,000 of the outstanding PIPE warrants to purchase up to an aggregate of 9,000,000 shares of the Company’s common stock for gross proceeds of $21.4 million. Upon settlement of the PIPE warrants, a gain of $0.2 million was recognized as a result of the change in fair value for the six months ended June 30, 2025 and is presented in net increase (decrease) in fair value of derivatives on the consolidated statements of operations.

On February 11, 2025, the Company entered into an additional PIPE Warrant Exercise Agreement with the same PIPE Investor to exercise the remaining 4,500,000 of the outstanding PIPE warrants to purchase up to an aggregate of 9,000,000 shares of the Company’s common stock for gross proceeds of $21.4 million. Upon settlement of the PIPE warrants, a gain of $0.1 million was recognized as a result of the change in fair value for the six months ended June 30, 2025 and is presented in net increase (decrease) in fair value of derivatives on the consolidated statements of operations.

Each warrant issued in connection with the Company’s initial public offering (the “IPO public warrants”) entitles the registered holder to purchase one share of common stock at a price of $11.50 per share, subject to adjustment. Pursuant to the warrant agreement, a warrant holder may exercise its warrants only for a whole number of shares of common stock. This means only a whole warrant may be exercised at a given time by a warrant holder. The warrants will expire on December 7, 2026, at 5:00 p.m., New York City time, or earlier upon redemption or liquidation.

The Company may call the IPO public warrants for redemption as follows: (1) in whole and not in part; (2) at a price of $0.01 per warrant; (3) upon a minimum of 30 days’ prior written notice of redemption; (4) if there is an effective registration statement covering the shares of common stock issuable upon exercise of the warrants and a current prospectus available throughout the 30-day notice period; and (5) only if the last reported closing price of the common stock equals or exceeds $18.00 per share for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders.

If the Company calls the IPO public warrants for redemption, management will have the option to require all holders that wish to exercise the Company IPO public warrants to do so on a “cashless basis.”

The exercise price and number of shares of common stock issuable upon exercise of the IPO public warrants may be adjusted in certain circumstances including stock dividends, stock splits, extraordinary dividends, consolidation, combination, reverse stock split or reclassification of shares of the Company’s common stock or other similar event. In no event will the Company be required to net cash settle the warrant shares.

The terms and provisions of the IPO public warrants above also apply to the private warrants issued by the Company (“IPO private warrants”). If the IPO private warrants are held by holders other than GigAcquisitions4, LLC (“Sponsor”), Oppenheimer & Co. Inc. and Nomura Securities International, Inc. (together, the “Underwriters”), or any respective permitted transferees, the IPO private warrants will be redeemable by the Company and exercisable by the holders on the same basis as the IPO public warrants. The Sponsor, the Underwriters and any respective permitted transferees have the option to exercise the IPO private warrants on a cashless basis.


	June 30, 2025		December 31, 2024
Fair value of each IPO private warrant	$	2.97	$	1.84
Exercise price	$	11.50	$	11.50
Common stock price	$	6.79	$	1.46
Expected option term (in years)	1.4		2.2
Expected volatility	125.00%		93.30%
Risk-free rate of return	3.82%		3.60%
Expected annual dividend yield	—%		—%

As of June 30, 2025 and December 31, 2024, the IPO private warrants have a fair value of $0.2 million and $0.3 million and are presented on the consolidated balance sheets within derivative liabilities. The following was recognized as a result of the change in fair value for the three and the six months ended June 30, 2025 and June 30, 2024 and is presented in net increase (decrease) in fair value of derivatives on the consolidated statements of operations: