Common stock and common stock warrants

6 Months Ended

Jun. 30, 2026

Common Stock And Common Stock Warrants [Abstract]

As of both June 30, 2026 and December 31, 2025, the Company’s restated certificate of incorporation authorized the issuance of $0.01 par value Class A and Class B common stock. Each share of Class A common stock entitles the holder to one vote on all matters submitted to a vote of the Company’s stockholders. The Company’s Class B common stock is non-voting. Class A and Class B common stockholders are entitled to receive dividends, as may be declared by the board of directors, if any, subject to the preferential dividend rights of Preferred Stock. As of June 30, 2026, no cash dividends had been declared or paid.

On December 15, 2023, the Company entered into an ATM Agreement with Cowen, pursuant to which the Company may issue and sell shares of its Class A common stock having aggregate sales proceeds of up to $50 million from time to time through Cowen, acting as sales agent and/or principal. The prospectus filed by the Company related to the ATM Agreement permits the issuance and sale of up to $10 million of shares of Class A common stock from time to time. The Company agreed to pay Cowen a commission of up to 3.0% of the gross proceeds from any sales of shares of its Class A common stock under this facility. During the year ended December 31, 2025, we sold 113,217 shares of Class A common stock under this facility resulting in net proceeds of $0.4 million. During the three and six months ended June 30, 2026, we did not issue or sell any shares of our Class A common stock under this facility.

On May 20, 2026, the Company closed the Underwritten Offering and sold (i) 3,581,000 shares of Class A common stock with accompanying Series A Warrants to purchase an aggregate of 3,581,000 shares of Class A common stock and Series B Warrants to purchase an aggregate of 3,581,000 shares of Class A common stock, and (ii) Pre-Funded Warrants to purchase up to 1,463,000 shares of Class A common stock at an exercise price of $0.01, with accompanying Series A Warrants to purchase up to 1,463,000 shares of Class A common stock at an exercise price of $1.955 per share, and Series B Warrants to purchase up to 1,463,000 shares of Class A common stock at an exercise price of $2.340 per share, in exchange for net proceeds received of $8.8 million. Proceeds received were net of $0.5 million in estimated third-party fees and $0.6 million in underwriting discounts. The participants in the Underwritten Offering are related parties that include investors who are significant owners in the Company.

On May 29, 2026, the Company closed the D&O Offering and sold an additional 71,607 shares of Class A common stock and accompanying Series A Warrants to purchase an aggregate of 71,607 shares of Class A common stock with an exercise price of $1.955 per share and Series B Warrants to purchase an aggregate of 71,607 shares of Class A common stock with an exercise price of $2.340 per share to various of the Company’s officers and directors in exchange for proceeds of $0.1 million. The participants in the D&O Offering are related parties that include members of management and the board of directors of the Company.

In lieu of exercising warrants from the underwritten and registered direct offerings for Class A common stock, holders may exercise instead for the equivalent number of pre-funded warrants.

The Pre-Funded Warrants are exercisable immediately and may be exercised at any time. The Series A Warrants are exercisable 6 months from the date of issuance and will expire one year from the date of issuance. The Series B Warrants are exercisable 6 months from the date of issuance and will expire five years from the date of issuance. The exercise price of each class of warrants issued is subject to certain adjustments. Further, the Company may not effect the exercise of any warrant if the holder of such warrant would own greater than 4.5%, 4.99%, or 9.99%, as applicable to the individual warrant holders, of the total number of issued and outstanding shares of Class A common stock of the Company prior to or after exercise of such warrant.

The Series A Warrants include provisions applicable upon certain fundamental transactions, such as mergers or sales of the Company, that preserve the holders' economic rights by providing the right to receive the same type of consideration that would have been received had the warrants been exercised immediately prior to the transaction.

The Series A Warrants also contain a forced exercise provision granting the Company the right, upon the satisfaction of specified conditions, to require holders to exercise all or any portion of their Series A Warrants.

The Series B warrants include similar provisions applicable upon certain fundamental transactions, including the right under specified circumstances to receive the Black-Scholes value of the unexercised warrants.

The Pre-Funded Warrants, Series A Warrants, and Series B Warrants meet the criteria to be classified as equity instruments pursuant to the equity classification criteria in ASC 815-40, and funds received were accordingly recorded as an increase in additional paid-in capital in the condensed consolidated balance sheets.

As of June 30, 2026, the Company had reserved 41,946,851 shares of Class A common stock for the exercise of outstanding stock options and warrants, vesting of restricted stock units, the number of shares remaining available for grant under the Company’s 2021 Incentive Award Plan (see Note 11), the number of shares available for purchase under the Company’s Employee Stock Purchase Plan (see Note 11) and the conversion of Class B common stock.

Outstanding warrants to purchase common stock consisted of the following at June 30, 2026:



Issuance date	Contractual term	Balance sheet classification	Shares of common stock issuable upon exercise of warrant	Weighted average exercise price
	(in years)
July 24, 2017	10	Equity	10,026	$	298.96
April 12, 2018	10	Equity	30,000	$	1.00
July 14, 2021 *	10	Equity	346,077	$	3.99
August 8, 2025	10	Equity	179,104	$	3.35
May 20, 2026 Pre-funded	†	Equity	1,463,000	$	0.01
May 20, 2026 Series A	1	Equity	5,044,000	$	1.96
May 20, 2026 Series B	5	Equity	5,044,000	$	2.34
May 29, 2026 Series A	1	Equity	71,607	$	1.96
May 29, 2026 Series B	5	Equity	71,607	$	2.34
			12,259,421
† such rights shall not expire

Outstanding warrants to purchase common stock consisted of the following at December 31, 2025:



Issuance date	Contractual term	Balance sheet classification	Shares of common stock issuable upon exercise of warrant	Weighted average exercise price
	(in years)
July 24, 2017	10	Equity	15,035	$	298.96
April 12, 2018	10	Equity	30,000	$	1.00
July 14, 2021 *	10	Equity	975,109	$	1.46
August 8, 2025	10	Equity	179,104	$	3.35
			1,199,248

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*In connection with the Company’s IPO, preferred stock warrants were automatically converted to Class A common stock warrants. The contractual term of the converted Class A common stock warrants remained consistent with the original term of the preferred stock warrants, with original issue dates between 2017-2020.