XML 30 R18.htm IDEA: XBRL DOCUMENT v3.26.1
Stockholders’ Deficit
 6 Months Ended
Jun. 30, 2026
Equity [Abstract]  
Stockholders’ Deficit
12. Stockholders’ Deficit
2026 Private Placement
On May 7, 2026, the Company entered into subscription agreements for the 2026 PIPE Transaction with new institutional investors, existing stockholders, and a Company affiliate, Ares Management Corporation (“Ares”). On May 8, 2026, the 2026 PIPE Transaction closed, generating aggregate gross proceeds of $100.0 million (including $5.0 million from Ares) through the issuance and sale of (i) 15,384,609 shares of common stock at $6.50 per share and (ii) accompanying
freestanding 2026 PIPE Warrants to purchase up to 15,384,609 shares of common stock at an exercise price of $6.00 per share (see Note 5 and Note 10).
The 2026 PIPE Warrants did not meet the conditions for equity classification (see Note 5). Accordingly, the proceeds were allocated to the 2026 PIPE Warrants at initial fair value, with residual proceeds to the common stock issued in the transaction. The Company also incurred $5.5 million in transaction costs consisting of banking, legal, and other professional fees, which were allocated to the two instruments issued on a relative fair value basis, with $2.0 million recognized in the condensed consolidated statements of operations and comprehensive (loss) income and $3.5 million recorded as a reduction to additional paid-in capital.
Down-Round Adjustments
In connection with the 2026 PIPE Transaction, the exercise prices of the 2025 PIPE Warrants and NRA Warrants and the conversion price of the Series A Preferred Stock were each adjusted from $12.00 to $6.00 per share, representing the lowest price of securities issued in the 2026 PIPE Transaction. The original terms of each instrument included existing full ratchet down-round protection, and separately, in connection with the 2026 PIPE Transaction, the investors agreed to waive certain anti-dilution rights, which was accounted for as a modification. As the Series A Preferred Stock is classified as equity, the Company recognized the incremental value provided to the holders as a result of the down-round adjustments and waiver as a deemed dividend of $46.1 million (see Note 11). As the 2025 PIPE Warrants and NRA Warrants are classified as liabilities and remeasured each reporting period, the effect of the down-round adjustments and waiver was included within their fair value remeasurements recognized in the condensed consolidated statements of operations and comprehensive (loss) income (see Note 5 and Note 10).

Common Stock
In September 2025, the Company authorized 2,000,000,000 shares, consisting of 1,980,000,000 shares of Kodiak common stock, par value $0.0001 per share, and 20,000,000 shares of Kodiak preferred stock, par value $0.0001 per share. Each share of Kodiak common stock is entitled to one vote.
Common stock reserved for future issuance as of June 30, 2026 was as follows (in thousands):
June 30,
2026
Earn Out Securities74,998
Common stock warrants1
79,631
Outstanding stock options52,135
Shares available for issuance under equity incentive plan25,123
Cumulative redeemable convertible preferred stock2
30,604
Shares available for issuance under the ESPP7,456
Total269,947
____________________
1 Common stock warrants include both equity-classified and liability-classified warrants (see Note 10).
2 Includes shares issuable for accrued dividends paid-in-kind (see Note 11).
Equity-Classified Common Stock Warrants
As of June 30, 2026, the Company had the following equity-classified common stock warrants outstanding (in thousands, except exercise price per share):
Shares
Underlying
Warrants		Exercise Price
Per Share
Expiration Date
Public Warrants
24,604$9.28 9/24/2030
Private Placement Warrants
14,300$9.28 9/24/2030
Assumed Kodiak Warrants
559$2.24 
12/31/2028, 6/30/2031
Total outstanding39,463
Public and Private Placement Warrants
The Company may redeem the Public Warrants if the last reported sales price of Kodiak common stock equals or exceeds $14.53 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 provides notice of redemption to the warrant holders. The Public Warrants may be redeemed only in full, not in part, and require a minimum of 30 days’ prior written notice. Once exercisable, the Public Warrants may be redeemed by the Company at a redemption price of $0.01 per warrant. The Company may require a cashless exercise of the Public Warrants upon redemption.
The Private Placement Warrants are substantially identical to the Public Warrants, except that they are exercisable on a cashless basis and are non-redeemable. The exercise price and number of shares of common stock for the warrants are subject to adjustment for certain corporate events, such as share dividends, recapitalizations, and mergers. The warrants are not adjusted for common stock issued below the exercise price, and the Company is not obligated to net cash settle them. Accordingly, the warrants are equity-classified because they are indexed to the Company’s common stock and provide for the issuance of a fixed number of shares upon exercise.
Assumed Kodiak Warrants
In connection with the Merger, each outstanding and unexercised Legacy Kodiak warrant was converted into an Assumed Kodiak Warrant. Upon the Closing Date, the Assumed Kodiak Warrants were remeasured to fair value and reclassified from liability to equity (see Note 3). The warrants met the conditions for equity classification because they are indexed to the Company's common stock and provide for the issuance of a fixed number of shares upon exercise. The warrants do not contain any mandatory redemption features requiring settlement in cash or other assets.