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Subsequent Events | 9 Months Ended
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Sep. 30, 2025
Subsequent Events [Abstract] |
Subsequent Events | 24. Subsequent Events Securities Purchase Agreement On October 15, 2025, the Company entered into a Securities Purchase Agreement with various investors, pursuant to which the Company agreed to sell shares of common stock (par value $0.0001 per share) at a purchase price of $5.20 per share (subject to adjustment for forward or reverse stock splits, share dividends, share combinations and similar events). The Company may issue up to an aggregate of 538,602 of shares of common stock under the terms of the agreement. The Company has issued 103,577 under the agreement. The closing of the offering is subject to customary closing conditions. Secured Promissory Notes On October 29, 2025, the Company entered into a Secured Promissory Note with an individual lender in the principal amount of $0.2 million. The Note bears interest at 10% per annum and matures on October 29, 2026. The Note is secured by a security interest in all assets of the Company, including but not limited to accounts, equipment, inventory, intellectual property, and other personal property. The Note includes customary events of default, and in the event of default, the interest rate increases to the lesser of 15% per annum or the maximum rate permitted by law. The Company may prepay the Note, in whole or in part, at any time without penalty. Board of Directors Changes On October 10, 2025, Na Yeon Hannah Oh notified the Company of her resignation as a member of the Company's Board of Directors (the "Board"), effective immediately. In connection with her resignation from the Board, Ms. Oh also resigned from her position as a member of the Board's Sustainability Committee. Ms. Oh's resignation was a result of Ms. Oh’s professional commitments and not the result of any disagreement with the Company on any matter relating to the Company's operations, policies or practices. . On October 29, 2025, the Company’s Board also approved several governance changes. The size of the Board was increased from five to six members, and Haggai Ravid, the Company’s Chief Executive Officer, was appointed as a director. Following Mr. Ravid’s appointment, David Errington, Ahmed Khan, Benjamin Petel, Stephen A. Spanos, and Claudio Torres resigned from the Board. Their resignations were not the result of any disagreement with the Company. On October 30, 2025, the Board appointed Sean Schnapp, Alexander David, Liat Franco, and Yuriy Shirinyan as new directors to fill the vacancies. The Board also reconstituted its standing committees, appointing Mr. Schnapp as Chairperson of the Audit Committee and Audit Committee Financial Expert, Mr. David as Chairperson of the Compensation Committee, and Ms. Franco as Chairperson of the Nominating and Corporate Governance Committee. Equity Line Commitment In October 2025, the Company entered into this Purchase Agreement with an institutional investor (the “Investor”) pursuant to which the Company has the sole and unconditional right, at its sole discretion, to issue and sell to the Investor, from time to time, up to an aggregate of $10.0 million of its common stock (the “Commitment Amount”) over a 24-month period (the “Commitment Period”) commencing on the date the resale registration statement becomes effective and continuing until the earlier of (i) the expiration or termination of this Agreement, (ii) the full amount of the Commitment Amount has been issued and sold, or (iii) the date the parties agree to terminate the arrangement. Under the Equity Line, the Company may deliver an advance notice at any time it elects to draw on the facility. For each advance, the purchase price per share will equal 97% of the lowest daily volume-weighted average price of the Company’s common stock during the applicable pricing period specified in the agreement. The investor is required to purchase the shares covered by an advance notice provided the closing conditions are satisfied. The agreement includes customary limitations, including a restriction that the investor’s beneficial ownership may not exceed 4.99% of the Company’s outstanding common stock at any time, and a cap on total issuances under the facility of 19.99% of the shares outstanding immediately prior to execution of the agreement, unless shareholder approval is obtained. A resale registration statement covering all shares issuable under the Equity Line is required to remain effective throughout the term of the arrangement. In connection with this facility, the Company engaged a non-exclusive placement agent. The placement agent is entitled to a cash fee equal to 1.25% of the gross proceeds from any advances made under the Equity Line. The placement agent’s engagement automatically terminates two months after the first advance, although the compensation provisions remain applicable to any future advances.

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- Definition The entire disclosure for significant events or transactions that occurred after the balance sheet date through the date the financial statements were issued or the date the financial statements were available to be issued. Examples include: the sale of a capital stock issue, purchase of a business, settlement of litigation, catastrophic loss, significant foreign exchange rate changes, loans to insiders or affiliates, and transactions not in the ordinary course of business. + References Reference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 855 -Name Accounting Standards Codification -Publisher FASB -URI https://asc.fasb.org/855/tableOfContent Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Topic 855 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org/1943274/2147483399/855-10-50-2 + Details
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