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Capital Stock and Warrants
 3 Months Ended
Mar. 31, 2025
Stockholders' Equity Note [Abstract]  
Capital Stock and Warrants

NOTE 5: Capital Stock and Warrants

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On the Preferred Stock Conversion Date of May 15, 2024, pursuant to the terms of the Company’s Certificate of Incorporation, each share of the Company’s Super Voting Preferred Stock (as defined in the Certificate of Incorporation) was automatically converted into fully-paid, non-assessable shares of Class B Common Stock and each share of the Company’s Ordinary Preferred Stock (as defined in the Certificate of Incorporation) was automatically converted into fully-paid, non-assessable shares of Class A Common Stock, in each case at the then effective applicable Conversion Rate (as defined in the Certificate of Incorporation), as a result of the receipt by the Company of a written request for such conversion from the holders of a majority of the voting power of the Preferred Stock then outstanding. As a result, there were no shares of Preferred Stock outstanding after the Preferred Stock Conversion Date.

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For periods subsequent to May 15, 2024, the preferred warrants were no longer subject to contractual modification provisions and were reclassified from a liability classification to an equity classification on the condensed balance sheet.

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On August 16, 2024, the Company held an annual meeting of stockholders at which the Company’s stockholders approved, among other items, amendments to the Certificate of Incorporation, to authorize 40,000,000 shares of “blank check” preferred stock, issuable in one or more series, and (ii) implement ancillary and conforming changes in connection with the authorization of “blank check” preferred stock and to remove provisions related to the Company’s former Super Voting Preferred Stock and Ordinary Preferred Stock, which are no longer outstanding. The term “blank check” preferred stock refers to preferred stock, the creation and issuance of which is authorized in advance by a company’s stockholders and the terms, rights and features of which are determined by the Board of Directors of a company without seeking further actions or vote of the stockholders.

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Pre-funded Warrants and Underwriter Warrants

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On November 21, 2024, the Company priced a public offering of Class A Common Stock and pre-funded warrants, generating gross proceeds of approximately $12.1 million. The Company sold 393,659 shares of Class A Common Stock and pre-funded warrants exercisable for 816,341 shares at public offering prices of $10.00 per share and $9.999 per

warrant, respectively; each warrant was immediately exercisable at $0.001 per share and remained outstanding until exercised. The securities were issued under our effective Form S-3 shelf registration statement (File No. 333-269493) and related prospectus supplements, and the offering closed on November 25, 2024.

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The transaction was completed pursuant to an underwriting agreement with Titan Partners Group LLC (“Titan”), a division of American Capital Partners, LLC, as sole book-runner; under that agreement the Company also issued Titan a five-year warrant, first exercisable 180 days after the agreement date and will be exercisable for a period of five years from the date of the agreement, to acquire 36,300 shares of Class A Common Stock at $18.29 per share. The agreement includes customary representations, warranties, covenants, and indemnification provisions.

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All pre-funded warrants issued in this offering were exercised in full as of March 31, 2025.

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Vendor Warrants

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On January 6, 2025, we issued unregistered warrants to The Washington Office, LLC, a consultant hired for advisory services, strategic communications, national security consulting, and government engagement support related to the Company’s products and services. The warrants are exercisable for such number of shares of our Class A Common Stock which equals $15 per month (for an annual total of $180) divided by the 30-day weighted average trading price per share, and have a term of 6 years. The offer and issuance of the warrants was made in reliance on an exemption from registration pursuant to, and in accordance with the procedures set forth in, Rule 144A, under the Securities Act.

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A summary of the Company’s outstanding warrants as of March 31, 2025 is as follows:

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Class of shares

    

Number of Warrants

    

Exercise Price

    

Expiration Date

Class A Common Stock (previously Series m-3 Preferred Stock)

 

28,656

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$

200.00

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December 31, 2027

Class A Common Stock (previously Series S Preferred Stock)

 

121,455

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$

93.87

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December 31, 2027

Class A Common Stock (Vendor Warrants)

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2,929

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$

0.001

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6 years from each issuance

Class A Common Stock (Underwriter Warrants)

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36,300

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$

18.29

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November 21, 2029

  

Common Stock Reserved for Future Issuance

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Shares of common stock reserved for future issuance relate to outstanding preferred stock, warrants and stock options as follows:

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March 31, 

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2025

Stock options to purchase common stock

 

299,860

Warrants outstanding for future issuance of common stock

 

189,340

Stock options available for future issuance

 

308,657

Total shares of Class A Common Stock reserved

 

797,857

 

 

At-the-Market Offering Program

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In February 2023, the Company commenced an ATM offering program with H.C. Wainwright & Co., LLC (“Wainwright”), as sales agent, in connection with which the Company filed a prospectus supplement filed on February 9, 2023 (the “February Prospectus Supplement”), allowing the Company to offer and sell from time to time up to $20.0 million in shares of Class A Common Stock, subject to, and in accordance with, SEC rules. Pursuant to General Instruction I.B.6 of Form S-3, the February Prospectus Supplement provided that in no event would the Company sell any securities in a public primary offering with a value exceeding one-third of the Company’s non-affiliated public float in any 12 month period unless the Company’s non-affiliated public float subsequently rose to $75.0 million or more. On August 18, 2023, after the Company’s non-affiliated public float subsequently rose to an amount greater than $75.0 million, the Company filed a new prospectus supplement (the “August Prospectus Supplement”) providing for the offer and sale from time to time of up to $25.0 million in shares of Class A Common Stock subject to, and in accordance with, SEC rules. On April 8, 2024, the Company filed a prospectus supplement (the “April Prospectus Supplement”), relating to the issuance and sale from time to time of up to

$6.4 million in shares of Class A Common Stock subject to, and in accordance with, SEC rules. On June 7, 2024, the Company filed a prospectus supplement (the “June Prospectus Supplement”) to amend the April Prospectus Supplement to increase the issuance and sale from time to time to up to $11.66 million in shares of Class A Common Stock subject to, and in accordance with, SEC rules. On November 14, 2024, after our non-affiliated public float subsequently rose to an amount greater than $75.0 million, the Company filed a new prospectus supplement (the “November Prospectus Supplement”) providing for the offer and sale from time to time of up to $25.0 million in shares of Class A Common Stock, in addition to the shares of Class A Common Stock previously sold, subject to, and in accordance with, SEC rules. During the three months ended March 31, 2025, the Company issued 1,247,836 shares of Class A Common Stock under the ATM offering program for net proceeds of approximately $7.4 million, net of brokerage and placement fees of approximately $0.2 million.