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Warrants | 3 Months Ended
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Mar. 31, 2026
Warrants and Rights Note Disclosure [Abstract] |
Warrants | Note 12 Warrants DHAC Assumed Warrants The Company has analysed the public warrants, private warrants, Bridge Warrants (as defined below), September 2024 Warrants and the Extension Warrants and determined they are considered to be freestanding instruments and do not exhibit any of the characteristics in ASC 480 and therefore are not classified as liabilities under ASC 480. The warrants meet all of the requirements for equity classification under ASC 815 and therefore are classified in equity. Below is a summary of the warrants issued and outstanding:
|  | Public |  |  | Private |  |  | Bridge |  |  | Extension |  |  | September 2024 Warrants |  |  | Pre-funded Warrants |  |  | Common Stock Warrants |  |  | Total |
Outstanding, December 31, 2025 |  |  | 9,903,565 |  |  |  | 557,000 |  |  |  | 173,913 |  |  |  | 26,086 |  |  |  | 740,741 |  |  |  | 9,836,065 |  |  |  | 19,672,130 |  |  |  | 40,909,500 |
Issued |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | - |
Exercised |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | (5,137,065 | ) |  |  | — |  |  |  | (5,137,065 | )
Outstanding, March 31, 2026 |  |  | 9,903,565 |  |  |  | 557,000 |  |  |  | 173,913 |  |  |  | 26,086 |  |  |  | 740,741 |  |  |  | 4,699,000 |  |  |  | 19,672,130 |  |  |  | 35,772,435 |
Exercisable, March 31, 2026 |  |  | 9,903,565 |  |  |  | 557,000 |  |  |  | 173,913 |  |  |  | 26,086 |  |  |  | 740,741 |  |  |  | 4,699,000 |  |  |  | 19,672,130 |  |  |  | 35,772,435 |
Weighted Average Exercise Price |  | $ | 11.50 |  |  | $ | 11.50 |  |  | $ | 11.50 |  |  | $ | 11.50 |  |  | $ | 2.25 |  |  |  | $ 0.0001 1 |  |  | $ | 0.61 |  |  | $ | 3.81 |
Weighted Average Remaining Life in Years |  |  | 3.23 |  |  |  | 3.23 |  |  |  | 1.51 |  |  |  | 2.10 |  |  |  | 3.50 |  |  |  | —2 |  |  |  | 4.67 |  |  |  | 3.59 |
(1) | The aggregate exercise price of this Warrant, except for a nominal exercise price of $0.0001 per Warrant Share, was pre-funded to the Company on or prior to the Initial Exercise Date
(2) | The warrant does not have a fixed expiration date and remains outstanding until exercised in full.
Public and Private Warrants The “fair market value” for this purpose will mean the average reported last sale price of the shares of common stock for the 5 trading days ending on the trading day prior to the date of exercise. The warrants will expire on the fifth anniversary of the completion of an initial business combination, at 5:00 p.m., New York City time, or earlier upon redemption or liquidation. The private warrants are identical to the warrants underlying the units in the Initial Public Offering. The Company may call the warrants for redemption, in whole and not in part, at a price of $0.01 per warrant,
| ● | at any time after the warrants become exercisable;
| ● | upon not less than 30 days’ prior written notice of redemption to each warrant holder;
| ● | if, and only if, the reported last sale price of the shares of common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations), for any 20 trading days within a 30 trading day period commencing at any time after the warrants become exercisable and ending on the third business day prior to the notice of redemption to warrant holders; and
| ● | if, and only if, there is a current registration statement in effect with respect to the shares of common stock underlying such warrants.
The exercise price and number of shares of common stock issuable on exercise of the warrants may be adjusted in certain circumstances including in the event of a stock dividend, extraordinary dividend or recapitalization, reorganization, merger or consolidation. However, except as described below, the warrants will not be adjusted for issuances of shares of common stock at a price below their respective exercise prices. If (x) the Company issues additional shares of common stock or equity-linked securities for capital raising purposes in connection with the closing of the initial business combination at an issue price or effective issue price of less than $9.20 per share of common stock (with such issue price or effective issue price to be determined in good faith by the board of directors, and in the case of any such issuance to the Company’s Sponsor, initial stockholders or their affiliates, without taking into account any founders’ shares held by them prior to such issuance), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the initial business combination on the date of the consummation of the initial business combination (net of redemptions), and (z) the Market Value is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the greater of (i) the Market Value or (ii) the price at which the Company issue the additional shares of common stock or equity-linked securities and the $18.00 per share redemption trigger price described above will be adjusted (to the nearest cent) to be equal to 180% of the Market Value. The warrants may be exercised upon surrender of the warrant certificate on or prior to the expiration date at the offices of the warrant agent, with the exercise form on the reverse side of the warrant certificate completed and executed as indicated, accompanied by full payment of the exercise price, by certified or official bank check payable to the Company, for the number of warrants being exercised. The warrant holders do not have the rights or privileges of holders of shares of common stock and any voting rights until they exercise their warrants and receive shares of common stock. After the issuance of shares of common stock upon exercise of the warrants, each holder will be entitled to one vote for each share held of record on all matters to be voted on by stockholders. Warrant holders may elect to be subject to a restriction on the exercise of their warrants such that an electing warrant holder would not be able to exercise their warrants to the extent that, after giving effect to such exercise, such holder would beneficially own in excess of 9.8% of the shares of common stock outstanding. No fractional shares will be issued upon exercise of the warrants. If, upon exercise of the warrants, a holder would be entitled to receive a fractional interest in a share, the Company will, upon exercise, round up to the nearest whole number the number of shares of common stock to be issued to the warrant holder. Bridge Warrants In connection with the Business Combination, the Company assumed 173,913 warrants to the Bridge Investor (the “Bridge Warrants”) issued on October 6, 2022. Each Bridge Warrant entitles the holder to purchase one share of common stock at $11.50 and expires five years from issuance. If no effective registration statement is available, Bridge Warrants may be exercised on a cashless basis. The exercise price and share count are subject to adjustment for corporate actions and certain issuances. Holders do not have shareholder rights until exercise. Extension Warrants In connection with the Business Combination, the Company assumed 26,086 Extension Warrants issued on May 5, 2023. Each Extension Warrant allows the holder to purchase one share of common stock at $11.50 and expires five years from issuance. If no effective registration statement is available, warrants may be exercised on a cashless basis. The exercise price and share count are subject to adjustment for corporate actions and certain issuances. Holders do not have shareholder rights until exercise. September 2024 Warrants On September 30, 2024, the Company issued 740,741 warrants to an institutional investor under a securities purchase agreement (the “September 2024 Warrants”). Each September 2024 Warrant is exercisable for one share of common stock at $2.25 per share for five years, subject to standard and down-round antidilution adjustments. The September 2024 Warrants were classified in stockholders’ equity under ASC 480 and ASC 815-40. The Company will reserve sufficient shares for potential exercises and adjust terms for corporate actions or dilutive issuances. Holders do not have shareholder rights until exercise. Warrant Exchange Agreement On October 29, 2025, the Company also entered into a warrant exchange arrangement with Alta Partners (“Alta”) relating to holdings of its Public Warrants, which were issued in connection with the Company’s initial public offering. Pursuant to the arrangement, Alta exchanged a total of 1,560,000 Public Warrants for 1,508,052 shares of the Company’s Common Stock, representing an exchange ratio of approximately 0.9667 shares per warrant. Alta continues to hold 706,533 warrants exercisable for Common Stock at an exercise price of $11.50 per share. In connection with the exchange, the Company recognized proceeds of $1,500,003 in the condensed consolidated statements of stockholders’ equity (deficit). Private Placement with Armistice On November 25, 2025, the Company entered into a securities purchase agreement with Armistice Capital (“Armistice”) pursuant to which Armistice agreed to purchase an aggregate of 9,836,065 shares of the Company’s Common Stock or, at Armistice’s election, pre-funded warrants exercisable at $0.0001 per share in lieu thereof, together with common warrants to purchase up to 19,672,130 common shares. The securities were sold at a combined purchase price of $0.61 per share (or pre-funded warrant) and accompanying common warrants, for gross proceeds of $5,999,016. The private placement closed on December 1, 2025. In connection with the exchange, the Company recognized proceeds of $5,519,085, net of issuance cost, in additional paid-in capital. The Company incurred $479,931 in legal fees related to the transaction, which were treated as share issuance costs and recorded as a reduction to the proceeds. During the three months ended March 31, 2026, a total of 5,137,065 pre-funded warrants were exercised for 5,137,065 shares of common stock for a total consideration of $514 at 0.0001 per share. As of March 31, 2026, 4,699,000 pre-funded warrants remain outstanding.

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