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Capital Stock and Warrants
 9 Months Ended
Sep. 30, 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 sheets.

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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 September 30, 2025.

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Vendor Warrants

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On January 6, 2025, we issued unregistered warrants to 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 thousand per month (for a total of $0.1 million) 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 September 30, 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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15,238

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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

  

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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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September 30, 

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2025

Stock options to purchase common stock

 

319,493

Warrants outstanding for future issuance of common stock

 

201,649

Stock options available for future issuance

 

289,024

Total shares of Class A Common Stock reserved

 

810,166

 

 

At-the-Market Offering Program

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On February 1, 2023, we entered into an At The Market Offering Agreement with H.C. Wainwright & Co., LLC (“Wainwright”), pursuant to which we may offer and sell from time-to-time shares of Class A Common Stock through or to Wainwright acting as sales agent or principal (the “ATM Facility”). We initially filed a prospectus supplement on February 9, 2023, for sales under the ATM Facility up to $20.0 million, which was further supplemented on April 8, 2024, June 7, 2024, October 11, 2024, and November 14, 2024.

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On April 4, 2025, we filed a new shelf registration statement on Form S-3, pursuant to which we may, from time to time in one or more offerings, offer and sell up to $100.0 million in the aggregate of Class A Common Stock, preferred stock, debt securities, warrants and/or units, in any combination. The new shelf registration statement was declared effective on April 11, 2025. On July 18, 2025, we filed a new prospectus supplement for additional sales under the ATM Facility up to $50.0 million of shares of Class A Common Stock. As of November 7, 2025, we have approximately $35.6 million remaining to be sold pursuant to the new prospectus supplement and the accompanying prospectus related to the ATM Facility.

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For the nine months ended September 30, 2025, we have sold an aggregate of 4,746,850 shares of Class A Common Stock under the ATM Facility for net proceeds of approximately $31.2 million, after deducting sales agent fees and expenses of approximately $0.9 million.