Public Offering	6 Months Ended
Jun. 30, 2025
Public Offering
Public Offering	Note 4. Public Offering On January 6, 2025, the Company entered into an underwriting agreement (the “Underwriting Agreement”) with Aegis Capital Corp. (“Aegis” or the “Underwriter”) pursuant to which the Company agreed to sell and issue, in an underwritten public offering (the “Offering”) 555,571 Common Units, each consisting of (i) one (1) share of Common Stock, (ii) one (1) Series A Registered Common Warrant to purchase one (1) share of Common Stock per warrant (the “Series A Warrants”) at an exercise price of $45.00 (the “Exercise Price”) and (iii) one (1) Series B Registered Common Warrant to purchase one (1) share of Common Stock per warrant (the “Series B Warrants” and together with the Series A Warrants, the “Warrants”) at an Exercise Price of $45.00. The Offering was made pursuant to that certain Registration Statement on Form S-3, as amended (File No. 333-281562), which was originally filed on August 15, 2024, and declared effective by the Securities and Exchange Commission on August 21, 2024, including the Prospectus contained therein and a prospectus supplement dated January 6, 2025, filed with the Securities and Exchange Commission on January 7, 2025. The closing of the Offering occurred on January 7, 2025. The Company received net proceeds of approximately $18.3 million from the Offering, after deducting the offering expenses payable by the Company, including the Underwriter’s fees and expenses. The Company intends to use the net proceeds from the Offering for general corporate purposes, including working capital. The Series A Warrants will be exercisable beginning on the date of approval by stockholders of the Company (the “Stockholder Approval Date” or the “Initial Exercise Date”), and will expire on the sixty (60) month anniversary of the Initial Exercise Date (the “Series A Warrants Termination Date”). The Series B Warrants will be exercisable beginning on the Initial Exercise Date and will expire on the thirty (30) month anniversary of the Initial Exercise Date. Upon issuance, the Warrants have an initial exercise price of $45.00, which will be reset on the eleventh trading date after the Stockholder Approval Date (the “Reset Date”). Prior to the Stockholder Approval Date, the Warrants had a floor price of $20.23, and following stockholder approval, the Warrants will have a floor price of $8.06. The reset price would be the greater of (i) the lowest single trading day volume-weighted average price (“VWAP”) of the Company’s common stock during the reset period and (ii) the floor price, as defined in the agreement. Additionally, the Company granted Aegis a 45-day option to purchase additional shares of Common Stock and/or Warrants of (i) up to 15.0% of the number of shares of Common Stock sold in the offering, (ii) up to 15.0% of the number of Series A Warrants sold in the offering and (iii) up to 15.0% of the number of Series B Warrants sold in the offering. The purchase price per additional share of Common Stock is equal to the public offering price of one Common Unit (less $0.01 allocated to each full Warrant), less the underwriting discount. The purchase price per additional Warrant is $0.01. On January 7, 2025, Aegis exercised its over-allotment option with respect to 83,334 Series A Warrants and 83,334 Series B Warrants. The holders of Series A Warrants can effect a cashless exercise if there is no effective registration statement at the time of exercise. The number of common shares to be issued would be calculated as VWAP minus exercise price of the Series A Warrants multiplied by the number Series A Warrants to be cashlessly exercised. The holders of Series B Warrants may effect an alternative cashless exercise whether or not an effective registration statement is available for the issuance of shares. In such event, the number of shares to be issued would be calculated as the number of Series B Warrants to be cashlessly exercised multiplied by a factor of 3.0. On February 24, 2025, the Company held a special stockholder meeting, at which stockholders voted, among other matters, to authorize Stockholder Approval of the Warrants within the context of the agreements for such Warrants. As such, as of February 24, 2025, the Warrants became exercisable. The stock price on the Reset Date was below the floor price following the Stockholder Approval Date, and as such, the exercise price was reset to $8.06. During the three and six months ended June 30, 2025, certain holders of the Series B Warrants exercised 295,584 and 3,438,095 Series B Warrants, respectively, in accordance with the alternative cashless exercise provision in the Series B Warrants, resulting in the issuance of 886,752 and 10,314,285 shares of Common Stock of the Company, respectively. The fair value of the warrants exercised on the respective exercise dates for the three and six months ended June 30, 2025 was $0.4 million and $6.9 million. There were no Series A Warrants exercised during the three and six months ended June 30, 2025. As of June 30, 2025, there were 3,565,245 and 127,150 units of Series A and Series B warrants outstanding, respectively. On the date of issuance, the Company recognized a loss on issuance of Warrants of $75.6 million, which reflects the fair value of the warrants in excess of the proceeds received. For the three and six months ended June 30, 2025, the Company recognized $0.1 million and $58.3 million, respectively, of income related to the change in fair value of the exercised Series B Warrants. For the three and six months ended June 30, 2025, the Company recognized $(0.5) million and $18.8 million of (expense) income related to the change in fair value of the remaining outstanding Series A, respectively, and $(0.1) million and $7.9 million of (expense) income related to the change in fair value of the remaining outstanding Series B Series Warrants, respectively. Refer to Note 5 Fair Value Measurements for additional information.

Public Offering

6 Months Ended

Jun. 30, 2025

Note 4. Public Offering

On January 6, 2025, the Company entered into an underwriting agreement (the “Underwriting Agreement”) with Aegis Capital Corp. (“Aegis” or the “Underwriter”) pursuant to which the Company agreed to sell and issue, in an underwritten public offering (the “Offering”) 555,571 Common Units, each consisting of (i) one (1) share of Common Stock, (ii) one (1) Series A Registered Common Warrant to purchase one (1) share of Common Stock per warrant (the “Series A Warrants”) at an exercise price of $45.00 (the “Exercise Price”) and (iii) one (1) Series B Registered Common Warrant to purchase one (1) share of Common Stock per warrant (the “Series B Warrants” and together with the Series A Warrants, the “Warrants”) at an Exercise Price of $45.00.

The Offering was made pursuant to that certain Registration Statement on Form S-3, as amended (File No. 333-281562), which was originally filed on August 15, 2024, and declared effective by the Securities and Exchange Commission on August 21, 2024, including the Prospectus contained therein and a prospectus supplement dated January 6, 2025, filed with the Securities and Exchange Commission on January 7, 2025.

The closing of the Offering occurred on January 7, 2025. The Company received net proceeds of approximately $18.3 million from the Offering, after deducting the offering expenses payable by the Company, including the Underwriter’s fees and expenses. The Company intends to use the net proceeds from the Offering for general corporate purposes, including working capital.

The Series A Warrants will be exercisable beginning on the date of approval by stockholders of the Company (the “Stockholder Approval Date” or the “Initial Exercise Date”), and will expire on the sixty (60) month anniversary of the Initial Exercise Date (the “Series A Warrants Termination Date”). The Series B Warrants will be exercisable beginning on the Initial Exercise Date and will expire on the thirty (30) month anniversary of the Initial Exercise Date.

Upon issuance, the Warrants have an initial exercise price of $45.00, which will be reset on the eleventh trading date after the Stockholder Approval Date (the “Reset Date”). Prior to the Stockholder Approval Date, the Warrants had a floor price of $20.23, and following stockholder approval, the Warrants will have a floor price of $8.06. The reset price would be the greater of (i) the lowest single trading day volume-weighted average price (“VWAP”) of the Company’s common stock during the reset period and (ii) the floor price, as defined in the agreement.

Additionally, the Company granted Aegis a 45-day option to purchase additional shares of Common Stock and/or Warrants of (i) up to 15.0% of the number of shares of Common Stock sold in the offering, (ii) up to 15.0% of the number of Series A Warrants sold in the offering and (iii) up to 15.0% of the number of Series B Warrants sold in the offering. The purchase price per additional share of Common Stock is equal to the public offering price of one Common Unit (less $0.01 allocated to each full Warrant), less the underwriting discount. The purchase price per additional Warrant is $0.01. On January 7, 2025, Aegis exercised its over-allotment option with respect to 83,334 Series A Warrants and 83,334 Series B Warrants.

The holders of Series A Warrants can effect a cashless exercise if there is no effective registration statement at the time of exercise. The number of common shares to be issued would be calculated as VWAP minus exercise price of the Series A Warrants multiplied by the number Series A Warrants to be cashlessly exercised.

The holders of Series B Warrants may effect an alternative cashless exercise whether or not an effective registration statement is available for the issuance of shares. In such event, the number of shares to be issued would be calculated as the number of Series B Warrants to be cashlessly exercised multiplied by a factor of 3.0.

On February 24, 2025, the Company held a special stockholder meeting, at which stockholders voted, among other matters, to authorize Stockholder Approval of the Warrants within the context of the agreements for such Warrants. As such, as of February 24, 2025, the Warrants became exercisable. The stock price on the Reset Date was below the floor price following the Stockholder Approval Date, and as such, the exercise price was reset to $8.06.

During the three and six months ended June 30, 2025, certain holders of the Series B Warrants exercised 295,584 and 3,438,095 Series B Warrants, respectively, in accordance with the alternative cashless exercise provision in the Series B Warrants, resulting in the issuance of 886,752 and 10,314,285 shares of Common Stock of the Company, respectively. The fair value of the warrants exercised on the respective exercise dates for the three and six months ended June 30, 2025 was $0.4 million and $6.9 million. There were no Series A Warrants exercised during the three and six months ended June 30, 2025. As of June 30, 2025, there were 3,565,245 and 127,150 units of Series A and Series B warrants outstanding, respectively.

On the date of issuance, the Company recognized a loss on issuance of Warrants of $75.6 million, which reflects the fair value of the warrants in excess of the proceeds received. For the three and six months ended June 30, 2025, the Company recognized $0.1 million and $58.3 million, respectively, of income related to the change in fair value of the exercised Series B Warrants. For the three and six months ended June 30, 2025, the Company recognized $(0.5) million and $18.8 million of (expense) income related to the change in fair value of the remaining outstanding Series A, respectively, and $(0.1) million and $7.9 million of (expense) income related to the change in fair value of the remaining outstanding Series B Series Warrants, respectively. Refer to Note 5 Fair Value Measurements for additional information.