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Warrants, Redeemable Convertible Preferred Stock and Stockholders' Deficit
 6 Months Ended
Jun. 30, 2025
Equity [Abstract]  
Warrants, Redeemable Convertible Preferred Stock and Stockholders' Deficit

7. Warrants, Redeemable Convertible Preferred Stock and Stockholders’ Deficit

Common Stock

The Company has one class of authorized common stock and has authorized for issuance up to 500,000,000 shares of common stock with a par value of $0.000001 per share.

The holders of common stock are entitled to receive dividends at the discretion of the board of directors, subject to preferences that may apply to shares of preferred stock outstanding at the time.

All holders of common stock are entitled to one vote per share on all matters to be voted on by the Company’s stockholders. Upon liquidation, dissolution or winding up, the holders of common stock are entitled to share equally in all the Company’s assets remaining after payment of all liabilities and the liquidation preferences of any outstanding preferred stock.

At June 30, 2025, the Company has reserved an aggregate of 16,131,116 shares of common stock for the conversion, exercise or issuance, as applicable, of certain securities. This amount includes 178,588 shares reserved for issuance upon the exercise of options not issued as of June 30, 2025 and 15,952,528 shares underlying the following outstanding securities:

 

Redeemable convertible preferred stock

 

 

12,729,240

 

Preferred warrants

 

 

4,883

 

Common warrants

 

 

672,632

 

Restricted stock units

 

 

185,243

 

Stock options

 

 

2,360,530

 

Total shares

 

 

15,952,528

 

 

Redeemable Convertible Preferred Stock

During the six months ended June 30, 2025, the Company did not issue any additional shares of Series G preferred stock.

During the three and six months ended June 30, 2024, the Company issued 57,068,338 shares of Series G preferred stock with an original issuance price of $0.90 per share for cash proceeds of $51.5 million. The Company incurred costs of approximately $0.1 million associated with this transaction.

All classes of preferred stock have a par value of $0.000001 per share. The Company’s preferred stock is recorded in the temporary equity section of the Company’s consolidated balance sheets.

A general summary of the rights with respect to the preferred stock is provided below. All of the Company's preferred stock converted into common stock in connection with the IPO. See Note 12 - Subsequent Events for more detail.

Dividends

The holders of preferred stock, in preference to the holders of common stock, shall be entitled to receive on a pari passu basis, out of funds that are legally available, cash dividends at the rate of 8% of the applicable original issue price per annum on each

outstanding share of preferred stock. All original issue prices are subject to adjustment for any stock dividends, combinations, splits, recapitalizations and similar events.

Dividends are non-cumulative, and the Company has no obligation to pay dividends until declared by the Company’s board of directors. Through June 30, 2025, no dividends have been declared by the Company’s board of directors.

Liquidation Preference

Upon any liquidation, dissolution, or winding up of the Company, whether voluntary or involuntary, before any distribution or payment shall be made to the holders of any common stock, the holders of preferred stock shall be entitled to be paid on a pari passu basis out of the assets of the Company legally available for distribution (or the consideration received by the Company or its stockholders in an acquisition) for each share of preferred stock held by them, an amount per share of preferred stock equal to the original issue price for such share of preferred stock plus all declared and unpaid dividends on such share of preferred stock.

If upon liquidation, the assets of the Company are insufficient to make payment in full to all holders of preferred stock, then such assets shall be distributed among the holders of preferred stock at the time outstanding, ratably in proportion to the full amounts to which they would otherwise be respectively entitled.

Conversion

Each share of preferred stock shall be convertible at the option of the holder, at any time, into fully paid and nonassessable shares of common stock. The number of shares of common stock to which a holder of preferred stock shall be entitled upon conversion shall be the product obtained by multiplying the applicable “Series Preferred Conversion Rate”, by the number of shares of such preferred stock being converted, as defined in the Company’s latest amended and restated certificate of incorporation. The Series Preferred Conversion Rate is the quotient obtained by dividing the Original Issue Price of such series of Series Preferred by the applicable “Series Preferred Conversion Price”. The Series Preferred Conversion Price is generally the Original Issuance Price for all series of Series Seed, A, B, C, D and G preferred stock, subject to certain adjustments.

Voting

The holders of preferred stock shall vote together with the holders of common stock and not as a separate class and may act by written consent in the same manner as the holders of common stock. Each holder of preferred stock shall be entitled to the number of votes equal to the number of shares of common stock into which such shares of preferred stock could be converted immediately after the close of business on the record date fixed for such meeting or the effective date of such written consent and shall have voting rights and powers equal to the voting rights and powers of the holders of common stock and shall be entitled to notice of any stockholders’ meeting in accordance with the bylaws of the Company.

Redemption

The Company’s preferred stock is not generally redeemable except in situations set forth in the certificate of incorporation, including when more than fifty percent of the Company’s voting power is transferred, a triggering event is created that is outside the control of the Company, and a change in control of Company ownership.

See the table below for a roll forward of the total preferred stock from January 1, 2024 to June 30, 2024 and January 1, 2025 to June 30, 2025, which details the total redeemable convertible preferred stock presented in the unaudited condensed consolidated statements of changes in redeemable convertible preferred stock and stockholders’ deficit (in thousands, except share amounts):

 

 

Series Seed
Redeemable
convertible
preferred stock

 

Series A
Redeemable
convertible
preferred stock

 

Series B
Redeemable
convertible
preferred stock

 

Series C
Redeemable
convertible
preferred stock

 

Series D
Redeemable
convertible
preferred stock

 

Series E
Redeemable
convertible
preferred stock

 

Series F
Redeemable
convertible
preferred stock

 

Series F-1
Redeemable
convertible
preferred stock

 

Series G
Redeemable
convertible
preferred stock

 

Shares

Amount

 

Shares

Amount

 

Shares

Amount

 

Shares

Amount

 

Shares

Amount

 

Shares

Amount

 

Shares

Amount

 

Shares

Amount

 

Shares

Amount

Balance at
March 31, 2024

5,045,368

$2,473

 

8,255,614

$5,179

 

18,894,315

$10,827

 

42,890,840

$24,908

 

39,656,811

$33,411

 

29,019,153

$29,738

 

74,840,147

$132,975

 

23,664,027

$49,392

 

43,820,509

$39,207

Issuance of Series G preferred stock, net

—

—

 

—

—

 

—

—

 

—

—

 

—

—

 

—

—

 

—

—

 

—

—

 

48,220,533

43,547

Balance at June 30, 2024

5,045,368

$2,473

 

8,255,614

$5,179

 

18,894,315

$10,827

 

42,890,840

$24,908

 

39,656,811

$33,411

 

29,019,153

$29,738

 

74,840,147

$132,975

 

23,664,027

$49,392

 

92,041,042

$82,754

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance at
March 31, 2025

5,045,368

$2,473

 

8,255,614

$5,179

 

18,894,315

$10,827

 

42,890,840

$24,908

 

39,656,811

$33,411

 

29,019,153

$29,738

 

74,840,147

$132,975

 

23,664,027

$49,392

 

99,229,883

$89,247

Balance at June 30, 2025

5,045,368

$2,473

 

8,255,614

$5,179

 

18,894,315

$10,827

 

42,890,840

$24,908

 

39,656,811

$33,411

 

29,019,153

$29,738

 

74,840,147

$132,975

 

23,664,027

$49,392

 

99,229,883

$89,247

 

 

Series Seed
Redeemable
convertible
preferred stock

 

Series A
Redeemable
convertible
preferred stock

 

Series B
Redeemable
convertible
preferred stock

 

Series C
Redeemable
convertible
preferred stock

 

Series D
Redeemable
convertible
preferred stock

 

Series E
Redeemable
convertible
preferred stock

 

Series F
Redeemable
convertible
preferred stock

 

Series F-1
Redeemable
convertible
preferred stock

 

Series G
Redeemable
convertible
preferred stock

 

Shares

Amount

 

Shares

Amount

 

Shares

Amount

 

Shares

Amount

 

Shares

Amount

 

Shares

Amount

 

Shares

Amount

 

Shares

Amount

 

Shares

Amount

Balance at
January 1, 2024

5,045,368

$2,473

 

8,255,614

$5,179

 

18,894,315

$10,827

 

42,890,840

$24,908

 

39,656,811

$33,411

 

29,019,153

$29,738

 

74,840,147

$132,975

 

23,664,027

$49,392

 

34,972,704

$31,258

Issuance of Series G preferred stock, net

—

—

 

—

—

 

—

—

 

—

—

 

—

—

 

—

—

 

—

—

 

—

—

 

57,068,338

51,496

Balance at June 30, 2024

5,045,368

$2,473

 

8,255,614

$5,179

 

18,894,315

$10,827

 

42,890,840

$24,908

 

39,656,811

$33,411

 

29,019,153

$29,738

 

74,840,147

$132,975

 

23,664,027

$49,392

 

92,041,042

$82,754

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance at
January 1, 2025

5,045,368

$2,473

 

8,255,614

$5,179

 

18,894,315

$10,827

 

42,890,840

$24,908

 

39,656,811

$33,411

 

29,019,153

$29,738

 

74,840,147

$132,975

 

23,664,027

$49,392

 

99,229,883

$89,247

Balance at June 30, 2025

5,045,368

$2,473

 

8,255,614

$5,179

 

18,894,315

$10,827

 

42,890,840

$24,908

 

39,656,811

$33,411

 

29,019,153

$29,738

 

74,840,147

$132,975

 

23,664,027

$49,392

 

99,229,883

$89,247