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Convertible Preferred Stock, Common Stock and Stockholders’ Equity (Tables) | 12 Months Ended
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Dec. 31, 2025
Equity [Abstract] |
Schedule of Common Stock Reserved | As of December 31, 2025 and 2024, common stock reserved for future issuance consisted of the following: Schedule of Common Stock Reserved
|  | December 31, 2025 |  |  | December 31, 2024 |
Common stock warrants outstanding |  |  | 5,026,613 |  |  |  | 910,299 |
Common stock options issued and outstanding |  |  | 277,822 |  |  |  | 77,245 |
Restricted stock units vested and unreleased |  |  | — |  |  |  | 2,039 |
Shares available for future issuance under the 2023 Equity Incentive Plan |  |  | 96,497 |  |  |  | 7,409 |
Shares reserved under the 2023 Employee Stock Purchase Plan |  |  | 32,815 |  |  |  | 32,815 |
Common stock reserved for future issuance |  |  | 5,433,747 |  |  |  | 1,029,807 |
Schedule of Outstanding Warrants | As of December 31, 2025 and 2024, the Company had outstanding warrants to purchase 5,026,613 and 910,299 shares of common stock, respectively, consisting of the following: Schedule of Outstanding Warrants
|  | December 31, 2025 |  |  | December 31, 2024 |  |  | Exercise Price |  |  | Issuance date |  | Expiration date
Private Warrants to purchase Common Stock(1) |  |  | 15,938 |  |  |  | 15,938 |  |  | $ | 1,380.00 |  |  | September 12, 2023 |  | September 12, 2028
Public Warrants to purchase Common Stock(2) |  |  | 95,834 |  |  |  | 95,834 |  |  | $ | 1,380.00 |  |  | September 12, 2023 |  | September 12, 2028
Warrants to purchase Restricted Shares |  |  | 3,334 |  |  |  | 3,334 |  |  | $ | 158.40 |  |  | February 21, 2024 |  | February 21, 2029
Warrants to purchase Restricted Shares |  |  | 50,000 |  |  |  | 50,000 |  |  | $ | 22.80 |  |  | July 28, 2024 |  | July 28, 2027
Placement Agent Warrants to purchase Common Stock |  |  | 6,333 |  |  |  | 6,333 |  |  | $ | 79.20 |  |  | April 18, 2024 |  | April 18, 2029
Placement Agent Warrants to purchase Common Stock |  |  | 4,458 |  |  |  | 4,458 |  |  | $ | 45.00 |  |  | June 3, 2024 |  | June 3, 2029
Placement Agent Warrants to purchase Common Stock |  |  | 8,542 |  |  |  | 8,542 |  |  | $ | 15.00 |  |  | October 24, 2024 |  | April 24, 2030
Placement Agent Warrants to purchase Common Stock |  |  | 18,492 |  |  |  | 18,492 |  |  | $ | 25.35 |  |  | November 15, 2024 |  | May 15, 2030
Placement Agent Warrants to purchase Common Stock |  |  | 20,834 |  |  |  | — |  |  | $ | 12.75 |  |  | January 10, 2025 |  | January 10, 2030
Placement Agent Warrants to purchase Common Stock |  |  | 25,221 |  |  |  | — |  |  | $ | 9.75 |  |  | March 31, 2025 |  | March 31, 2030
Representative Warrants to purchase Common Stock |  |  | 172,538 |  |  |  | — |  |  | $ | 3.00 |  |  | August 21, 2025 |  | August 21, 2030
Series A Warrants to purchase Common Stock(3) |  |  | 54,308 |  |  |  | 87,643 |  |  | $ | 18.24 |  |  | April 18, 2024 |  | April 18, 2029
Series B Warrants to purchase Common Stock(4) |  |  | — |  |  |  | 57,451 |  |  | $ | 18.24 |  |  | April 18, 2024 |  | April 18, 2025
Series B-1 Warrants to purchase Common Stock(5) |  |  | 1,442 |  |  |  | 22,276 |  |  | $ | 18.24 |  |  | June 3, 2024 |  | June 3, 2029
Series B-1 Warrants to purchase Common Stock(5) |  |  | — |  |  |  | 16,667 |  |  | $ | 18.24 |  |  | July 19, 2024 |  | July 19, 2029
Series B-1 Warrants to purchase Common Stock(5) |  |  | — |  |  |  | 8,334 |  |  | $ | 18.24 |  |  | July 22, 2024 |  | July 22, 2029
Series B-1 Warrants to purchase Common Stock(5) |  |  | — |  |  |  | 16,251 |  |  | $ | 18.24 |  |  | November 13, 2024 |  | November 13, 2029
Series C-1 Warrants to purchase Common Stock(6) |  |  | 17,918 |  |  |  | 59,586 |  |  | $ | 18.24 |  |  | June 3, 2024 |  | June 3, 2029
Series C-1 Warrants to purchase Common Stock(6) |  |  | 4,167 |  |  |  | 4,167 |  |  | $ | 18.24 |  |  | August 8, 2024 |  | August 7, 2029
Series C-1 Warrants to purchase Common Stock(6) |  |  | 4,168 |  |  |  | 4,168 |  |  | $ | 18.24 |  |  | August 16, 2024 |  | August 15, 2029
Series D Warrants to purchase Common Stock(7) |  |  | 18,318 |  |  |  | 89,153 |  |  | $ | 18.24 |  |  | June 3, 2024 |  | December 3, 2029
Series E Warrants to purchase Common Stock(8) |  |  | — |  |  |  | 170,836 |  |  | $ | 13.56 |  |  | October 24, 2024 |  | April 24, 2026
Series F Warrants to purchase Common Stock(8) |  |  | — |  |  |  | 170,836 |  |  | $ | 13.56 |  |  | October 24, 2024 |  | April 24, 2030
Series G Warrants to purchase Common Stock |  |  | 504,417 |  |  |  | — |  |  | $ | 8.34 |  |  | March 31, 2025 |  | September 30, 2032
Series H Warrants to purchase Common Stock |  |  | 549,587 |  |  |  | — |  |  | $ | 8.40 |  |  | July 10, 2025 |  | January 10, 2031
Series I Warrants to purchase Common Stock |  |  | 3,450,764 |  |  |  | — |  |  | $ | 2.00 |  |  | August 21, 2025 |  | August 21, 2030
Total |  |  | 5,026,613 |  |  |  | 910,299 |  |  |  |  |  |  |  |  |
(1) | The Private Warrants (and shares of common stock issued or issuable upon exercise of the Private Warrants) in general, will not be transferable, assignable or salable until 30 days after the Closing (excluding permitted transferees) and they will not be redeemable under certain redemption scenarios by us so long as they are held by the Sponsor, Metric or their respective permitted transferees. Otherwise, the Private Warrants have terms and provisions that are identical to those of the Public Warrants, including as to exercise price, exercisability and exercise period. If the Private Warrants are held by holders other than the Company’s sponsor, Metric or their respective permitted transferees, the Private Warrants will be redeemable by the Company under all redemption scenarios and exercisable by the holders on the same basis as the Public Warrants.
(2) | The Public Warrants became exercisable 30 days after the closing of the FLAG Merger. Each whole share of the warrant is exercisable for one share of the Company’s common stock. The Company may redeem the outstanding Public Warrants for $0.12 per warrant upon at least 30 days’ prior written notice of redemption given after the warrants become exercisable, if the reported last sale price of the common stock equals or exceeds $2,160.00 per share (as adjusted for stock dividends, sub-divisions, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period commencing after the warrants become exercisable and ending on the third trading day before the Company sends the notice of redemption to the warrant holders. Upon issuance of a redemption notice by the Company, the warrant holders may, at any time after the redemption notice, exercise the public warrants on a cashless basis. The Company accounts for the Public Warrants in accordance with the guidance contained in ASC 815-40. Such guidance provides that because the warrants do not meet the criteria for equity treatment thereunder, each warrant must be recorded as a liability. The accounting treatment of derivative financial instruments in accordance with ASC 815 requires that the Company record a derivative liability upon the closing of the FLAG Merger (see Note 2). On October 17, 2024, the Company received notice from the NYSE that the Company’s Public Warrants to purchase common stock are no longer suitable for listing pursuant to Section 1001 of the NYSE American Company Guide due to the low trading price of such public warrants, and that the NYSE Regulation has determined to commence proceedings to delist the public warrants. The Public Warrants may be traded on the OTC Pink Marketplace under the symbol CLDWW.
(3) | During the year ended December 31, 2024, Series A warrants to purchase 60,418 shares of common stock were exercised at $18.24 per share and the Company received gross proceeds of approximately $1.1 million. During the year ended December 31, 2025, Series A warrants to purchase 33,335 shares of common stock were exercised at a reduced exercise price of $8.40 per share through the July Inducement Offer and the Company received gross proceeds of approximately $0.3 million.
(4) | Series B warrants to purchase 22,275 shares of common stock were exercised at a reduced exercise price of $24.00 in connection with the May Inducement Offer. Pursuant to the issuance of common stock per the Series B warrant exercises, the Company received gross proceeds of approximately $0.5 million. During the year ended December 31, 2024, Series B warrants to purchase 68,335 shares of common stock were exercised at $18.24 per share and the Company received gross proceeds of approximately $1.2 million. The outstanding Series B warrants to purchase 57,451 shares of common stock expired in April 2025. As of December 31, 2025, no Series B warrants remained outstanding.
(5) | During the year ended December 31, 2024, Series B-1 warrants to purchase 27,082 shares of common stock were exercised at $18.24 per share and the Company received gross proceeds of approximately $0.5 million. During the year ended December 31, 2025, Series B-1 warrants to purchase 62,086 shares of common stock were exercised at a reduced exercise price of $8.40 per share through the July Inducement Offer and the Company received gross proceeds of approximately $0.5 million.
(6) | In connection with the May Inducement Offer, Series C-1 warrants to purchase 4,167 shares of common stock were exercised at $24.00 per share and the Company received gross proceeds of approximately $0.1 million. During the year ended December 31, 2024, Series C-1 warrants to purchase 47,936 shares of common stock were exercised at $18.24 per share and the Company received gross proceeds of approximately $0.9 million. During the year ended December 31, 2025, Series C-1 warrants to purchase 41,668 shares of common stock were exercised at a reduced exercise price of $8.40 per share through the July Inducement Offer and the Company received gross proceeds of approximately $0.4 million.
(7) | The Series D Warrants were issued as additional consideration to the Holders as part of the May Inducement Offer. The fair value of the Series D Warrants totaling $1.7 million was recorded as part of a deemed dividend to the warrant holders, and accordingly was treated as a reduction from total loss attributable to common stockholders in the calculations of net loss per share in the consolidated statements of operations. During the year ended December 31, 2025, Series D warrants to purchase 70,835 shares of common stock were exercised at a reduced exercise price of $8.40 per share through the July Inducement Offer and the Company received gross proceeds of approximately $0.6 million.
(8) | During the year ended December 31, 2025, Series E warrants and Series F warrants to purchase 341,672 shares of common stock each were exercised at a reduced exercise price of $8.40 per share through the July Inducement Offer and the Company received total gross proceeds of approximately $2.8 million.
Schedule of Warrant Activity | The following table summarizes the Company’s aggregate warrant activity for the year ended December 31, 2025. Schedule of Warrant Activity
|  | Number of Warrants |  |  | Weighted Average Exercise Price |  |  | Weighted Average Remaining Contractual Life (Years) |
Outstanding at January 1, 2025 |  |  | 910,299 |  |  | $ | 185.16 |  |  |  | 3.63 |
Issued |  |  | 6,478,695 |  |  |  |  |  |  |  |  |
Exercised |  |  | (2,304,930 | ) |  |  |  |  |  |  |  |
Expired |  |  | (57,451 | ) |  |  |  |  |  |  |  |
Outstanding at December 31, 2025 |  |  | 5,026,613 |  |  | $ | 34.97 |  |  |  | 4.79 |
The following table summarizes the Company’s aggregate warrant activity for the year ended December 31, 2024.
|  | Number of Warrants (1) |  |  | Weighted Average Exercise Price (1) |  |  | Weighted Average Remaining Contractual Life (Years) |
Outstanding at January 1, 2024 |  |  | 111,772 |  |  | $ | 1,380.00 |  |  |  | 4.72 |
Issued |  |  | 1,176,804 |  |  |  |  |  |  |  |  |
Exercised |  |  | (350,222 | ) |  |  |  |  |  |  |  |
Converted into Common Stock |  |  | (28,055 | ) |  |  |  |  |  |  |  |
Outstanding at December 31, 2024 |  |  | 910,299 |  |  | $ | 185.16 |  |  |  | 3.63 |

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- Definition Tabular disclosure of warrants or rights issued. Warrants and rights outstanding are derivative securities that give the holder the right to purchase securities (usually equity) from the issuer at a specific price within a certain time frame. Warrants are often included in a new debt issue to entice investors by a higher return potential. The main difference between warrants and call options is that warrants are issued and guaranteed by the company, whereas options are exchange instruments and are not issued by the company. Also, the lifetime of a warrant is often measured in years, while the lifetime of a typical option is measured in months. Disclose the title of issue of securities called for by warrants and rights outstanding, the aggregate amount of securities called for by warrants and rights outstanding, the date from which the warrants or rights are exercisable, and the price at which the warrant or right is exercisable. + References Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 505 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 3 -Publisher FASB -URI https://asc.fasb.org/1943274/2147481112/505-10-50-3 + Details
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