Common Stock

3 Months Ended

Mar. 31, 2026

Common Stock

Common Stock

Note 8. Common Stock

In February 2025, the Company held a special stockholder meeting, at which stockholders voted, among other matters, to amend the Company’s Certificate of Incorporation, as amended and restated, to increase the number of authorized common stock from 500,000,000 to 1,040,000,000 shares of common stock at par value of $0.0001 per share. The holders of common stock are entitled to receive dividends whenever funds are legally available, when and if declared by the Company’s Board of Directors. As of March 31, 2026, there has been no cash dividend declared to date. Each share of common stock is entitled to one vote.

Common Stock Reserved

The table below summarizes the Company’s reserved common stock for further issuance as of March 31, 2026 and December 31, 2025:

	March 31,	December 31,
	2026	2025
Stock options issued and outstanding	158,005	158,005
Restricted stock units (unvested)	11,623,766	695,707
Shares available for future issuance under the stock incentive plans and employee stock purchase plan	19,265,192	328,642
Warrants	18,389,740	3,807,911
Pre-funded warrants	24,400,289	1,964,905
Contingent consideration	208,657	208,657
Convertible notes	2,039,609	23,155,011
Total common stock reserved	76,085,258	30,318,838

2023 Employee Stock Purchase Plan (“ESPP”)

The 2023 Employee Stock Purchase Plan assists eligible employees in acquiring a stock ownership interest of the Company’s common stock in consideration of the participating employees’ continued services. Eligible employees will be entitled to purchase, by means of payroll deductions, limited amounts of the Company’s common stock at a discount during periodic offering periods. There were 6,780 shares initially reserved for issuance under the 2023 ESPP, which shall automatically increase on January 1 of each calendar year beginning and including January 1, 2024 and ending on and including January 1, 2033, by an amount equal to the lesser of (i) 1.0% of the total number of shares of common stock issued and outstanding on January 1 of the year in which such increase is to occur, or (ii) such smaller number of shares of common stock as may be established by the Board of Directors. As of March 31, 2026, there were 149,036 shares available for issuance. There have been no shares issued under the 2023 ESPP.