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Note 10 - Common Stock Warrants and Warrant Liabilities
3 Months Ended
Mar. 31, 2026
Notes to Financial Statements  
Stockholders' Equity Note, Warrants or Rights Disclosure [Text Block]

NOTE 10. COMMON STOCK WARRANTS AND WARRANT LIABILITIES

 

The following table summarizes common stock warrant activity for the three months ended March 31, 2026 and the number of warrants outstanding as of March 31, 2026. Weighted average exercise prices are presented per issuable share.

 

     

July 2020

Warrants

   

TLF

Warrants

   

November

2021

Warrants

   

September

2022

Warrants

   

November

2022 A-1 Warrants

   

December

2023

Warrants

   

June 2024

Warrants

   

July 2024

Series F-1

Warrants

   

October

2025 Pre-Funded Warrants*

   

January

2026 Pre-

Funded

Warrants

   

Total

Warrants

 

December 31, 2025

      784       3       2,832       332       454       5,341       4,511       2,900       1,081,082       -       1,098,239  

Pre-Funded Warrants granted

      -       -       -       -       -       -       -       -       -       167,539,227       167,539,227  

Warrants exercised

      -       -       -       -       -       (5,341 )     (4,511 )     -       -       -       (9,852 )

Warrants expired

      (784 )     (3 )     -       -       -       -       -       -       -       -       (787 )

Warrants issued for 5:1 reverse stock split due to rounding feature

      -       -       3       1       -       -       -       -       -       -       4  

March 31, 2026

      -       -       2,835       333       454       -       -       2,900       1,081,082       167,539,227       168,626,831  
                                                                                           

Weighted Average Price per share at March 31, 2026

   

expired

   

expired

    $ 557.65     $ 1,102.50     $ 1,102.50    

expired

   

expired

    $ 3.30     $ 0.002385     $ 0.05     $ 0.06  

Expiration Date

   

expired

   

expired

   

September 11, 2028

   

September 11, 2028

   

November 20, 2028

   

expired

   

expired

   

July 30, 2029

   

Do not expire

   

Do not expire

         
                                                                                           
*    

exercisable for an aggregate of 22,664,040 shares of common stock

 

 

 

Total net proceeds from warrant exercises during the three months ended March 31, 2026 and 2025 was $292 thousand and $614 thousand, respectively.

 

January 2026 Pre-Funded Warrants

 

See Note 8, “Financing Activities,” for the issuance terms of the January 2026 Pre-Funded Warrants.

 

The January 2026 Pre-Funded Warrants were classified as a liability from the date of issuance because stockholder approval was required before they could be exercised, and were measured at intrinsic value at each reporting date based on the quoted market price of the Company's common stock less the per-share exercise price, multiplied by the number of shares of common stock issuable upon exercise. The January 2026 Pre-Funded Warrants contain anti-dilution provisions that adjust the number of shares issuable upon exercise upon specified dilutive issuances at a price per share less than the purchase price of the warrants. The issuance-date fair value of the January 2026 Pre-Funded Warrants exceeded the cash and other consideration received, resulting in the recognition of a non-cash loss on fair value of warrant liabilities in excess of proceeds at issuance of $5.3 billion during the three months ended March 31, 2026. On March 12, 2026, the Company obtained the requisite stockholder approval, at which time the January 2026 Pre-Funded Warrants were reclassified to stockholders' equity at their fair value on the date of approval.

 

October 2025 Pre-Funded Warrants

 

See Note 8, “Financing Activities,” for the issuance terms of the October 2025 Pre-Funded Warrants.

 

The October 2025 Pre-Funded Warrants were classified as a liability from the date of issuance because stockholder approval was required before they could be exercised, and were measured at intrinsic value at each reporting date based on the quoted market price of the Company's common stock less the per-share exercise price, multiplied by the number of shares of common stock issuable upon exercise. The October 2025 Pre-Funded Warrants contain anti-dilution provisions that, upon specified events including dilutive issuances and conversions of convertible securities, adjust the exercise price and the number of shares issuable upon exercise.

 

On March 12, 2026, the Company obtained the requisite stockholder approval for the issuance of shares underlying the October 2025 Pre-Funded Warrants. Notwithstanding receipt of such approval, the October 2025 Pre-Funded Warrants remain classified as a liability because they are not considered indexed to the Company's own stock under ASC 815, as a result of the anti-dilution provisions described above. The Company will continue to remeasure the warrants at fair value at each reporting date, with changes in fair value recorded as non-cash gain or loss in the Unaudited Condensed Consolidated Statements of Operations. The fair value of the October 2025 Pre-Funded Warrants was $33.7 million as of March 31, 2026. See the summary of warrant liabilities below and Note 3, "Fair Value Measurements."

 

July 2024 Series F-1 Warrants and Series F-3 Warrants

 

In July 2024, in connection with the Company's underwritten public offering completed on July 29, 2024, the Company issued Series F-1 Warrants and Series F-3 Warrants at an initial exercise price of $5.50 per share, exercisable immediately upon issuance and expiring on July 30, 2029. The Series F-1 Warrants and Series F-3 Warrants were classified as a component of permanent equity. On September 27, 2024, a one-time down round feature adjustment was triggered, reducing the exercise prices to $3.30 per share. The Series F-1 Warrants are subject to a 4.99% beneficial ownership limitation (or, at the election of the holder prior to issuance, 9.99%) that restricts a holder from exercising the warrants to the extent such exercise would result in the holder beneficially owning in excess of the applicable percentage of the Company's outstanding common stock.

 

In March 2025, the Company entered into three separate confidential settlement and release agreements (collectively, the “Settlement Agreements”) with each of Sabby Volatility Warrant Master Fund, Ltd. (“Sabby”), Bigger Capital Fund, LP (“Bigger”) and District 2 Capital Fund LP (“District 2,” and together with Sabby and Bigger, the “Warrant Holders”) to settle certain disputed matters relating to warrants held by the Warrant Holders, including the Series F-1 Warrants and the Series F-3 Warrants. In connection with the Settlement Agreements, Series F-1 Warrants exercisable for 254,545 shares of common stock and Series F-3 Warrants exercisable for 148,988 shares of common stock were repurchased by the Company. The repurchase was recorded as a $2.0 million reduction of additional paid-in capital in the Unaudited Condensed Consolidated Balance Sheets.

 

All remaining unexercised Series F-3 Warrants expired on July 29, 2025.

 

November 2022 A-1 Warrants

 

In November 2022, the Company issued common stock purchase warrants exercisable for shares of common stock at an initial exercise price of $1,102.50 per share, expiring November 20, 2028 (the “November 2022 A-1 Warrants”). The November 2022 A-1 Warrants were classified as a component of permanent equity. Certain of the November 2022 A-1 Warrants were subsequently amended to reduce their exercise prices in connection with subsequent financing transactions in May 2023 and June 2024.

 

Other Outstanding Warrants

 

As of March 31, 2026, the Company had outstanding common stock purchase warrants issued in prior periods that are classified as a component of permanent equity, including the November 2021 Warrants, the September 2022 Warrants, and the November 2022 A-1 Warrants, as outlined in the table above. There was no exercise, repurchase, or other activity related to these warrants during the three months ended March 31, 2026. The July 2020 Warrants and the TLF Warrants, which had been outstanding at December 31, 2025, expired in accordance with their terms during the three months ended March 31, 2026.

 

Summary of Common Stock Warrant Liabilities

 

The following roll forward presents the Company's warrant liabilities measured at fair value during the three months ended March 31, 2026 (in thousands)

 

Warrant liabilities as of December 31, 2025

  $ 639,071  

Fair value of January 2026 Pre-Funded Warrants upon issuance

    5,436,649  

Decrease in fair value of warrant liabilities

    (5,837,607 )

Reclassification of January 2026 Pre-Funded Warrant liabilities to equity during period

    (204,398 )

Warrant liabilities as of March 31, 2026

  $ 33,715  

 

The October 2025 Pre-Funded Warrants and January 2026 Pre-Funded Warrants, which have a nominal exercise price, are measured at intrinsic value, calculated as the quoted market price of the Company's common stock less the per-share exercise price, multiplied by the number of shares of common stock issuable upon exercise. On March 12, 2026, the Company obtained stockholder approval for the issuance of shares underlying the October 2025 and January 2026 Pre-Funded Warrants. Upon receipt of such approval, the January 2026 Pre-Funded Warrants were reclassified to stockholders' equity at fair value on that date. The October 2025 Pre-Funded Warrants remain classified as a liability as of March 31, 2026 because they are not considered indexed to the Company's own stock under ASC 815, as a result of certain anti-dilution provisions. See the discussions of the individual warrant series above.