Convertible Preferred Stock

9 Months Ended

Sep. 30, 2025

Temporary Equity Disclosure [Abstract]

On March 6, 2025, the Company entered into a Series E Preferred Stock Purchase Agreement pursuant to the Series E Preferred Stock Financing, whereby it received a total commitment amount of $40,130 for the issuance and sale of 58,774,332 shares of Series E Preferred Stock pursuant to two separate closing tranches, the first of which closed on March 6, 2025 whereby the Company issued 29,455,169 shares of Series E preferred stock resulting in total gross proceeds to the Company of $20,111. The second tranche could have occurred any time prior to September 15, 2025, for the issuance and sale of 29,319,143 shares of Series E Preferred Stock for an aggregate purchase price of $20,019. The Company determined that the second tranche constitutes a free standing financial instrument and allocated $218 of the Series E proceeds to the purchase option.

In June 2025 the Company called the second tranche of its Series E Preferred Stock for the issuance of 29,319,143 shares of Series E Preferred Stock resulting in gross proceeds to the Company of $20,019. The Series E purchase option was revalued as of the date the second tranche was called. The Company recognized the change in value of the Series E purchase option in the change in fair value of Series E purchase option caption in its Condensed Statements of Operations and Comprehensive Loss. The fair value of the Series E purchase option was recognized as Series E convertible preferred stock upon the exercise of the Series E purchase option. See Note 2 for additional details.

On March 4, 2025, Genesis Investment Holdings, LLC exercised 988,999 series Seed warrants resulting in proceeds of $83.

For the three and nine months ended September 30, 2025, 250,000 and 1,000,000 Series B warrants were exercised, respectively, resulting in proceeds of $93 and $372, respectively.

Immediately prior to the closing of the Company’s IPO on August 1, 2025, all shares of the Company’s redeemable convertible preferred stock converted into shares of the Company’s common stock.

For all series of preferred stock, the initial conversion price equals their original issuance price per share, at December 31, 2024, adjusted for the Reverse Stock Split as described in Note 1.

A summary of preferred stock is as follows:


	Series Seed Convertible Preferred Stock			Series A Convertible Preferred Stock			Series B Convertible Preferred Stock			Series C Convertible Preferred Stock			Series D Convertible Preferred Stock			Series E Convertible Preferred Stock			Total
	Shares	Amount		Shares	Amount		Shares	Amount		Shares	Amount		Shares	Amount		Shares	Amount		Shares	Amount
Balance at December 31, 2023	15,851,401	$	1,337	22,399,370	$	5,600	5,913,964	$	2,200	50,116,284	$	21,550	80,909,169	$	43,788	—	$	—	175,190,188	$	74,475
Balance at September 30, 2024	15,851,401	$	1,337	22,399,370	$	5,600	5,913,964	$	2,200	50,116,284	$	21,550	80,909,169	$	43,788	—	$	—	175,190,188	$	74,475

Balance at December 31, 2024	15,851,401	$	1,337	22,399,370	$	5,600	5,913,964	$	2,200	50,116,284	$	21,550	80,909,169	$	43,788	—	$	—	175,190,188	$	74,475
Exercise of preferred stock warrants	988,999	83		—	—		1,000,000	372		—	—		—	—		—	—		1,988,999	455
Issuance of Series E	—	—		—	—		—	—		—	—		—	—		58,774,312	40,130		58,774,312	40,130
Conversion of redeemable convertible preferred stock to common stock upon IPO	(16,840,400)	(1,420)		(22,399,370)	(5,600)		(6,913,964)	(2,572)		(50,116,284)	(21,550)		(80,909,169)	(43,788)		(58,774,312)	(40,130)		(235,953,499)	(115,060)
Balance at September 30, 2025	—	$	—	—	$	—	—	$	—	—	$	—	—	$	—	—	$	—	—	$	—

Issued and Outstanding Preferred Shares

As of December 31 2024, the total authorized, issued, and outstanding shares of Preferred Stock were as follows (in thousands, except par value, share and per share amounts):



Series	Par Value		Authorized	Issued and Outstanding	Issuance Price Per Share		Liquidation Value
Seed	$	0.001	16,840,400	15,851,401	$	0.0843	$	1,337
A	0.001		22,399,370	22,399,370	0.2500		5,600
B	0.001		6,913,964	5,913,964	0.3720		2,200
C	0.001		50,116,284	50,116,284	0.4300		21,550
D	0.001		83,403,626	80,909,169	0.5412		43,788
Total			179,673,644	175,190,188			$	74,475