Stockholders' Equity and Equity Transactions |
12 Months Ended |
|---|---|
Dec. 31, 2025 | |
| Equity [Abstract] | |
| Stockholders' Equity |
12.
Stockholders’ Equity and Equity Transactions
The Company is authorized to issue 1,000,000,000 shares of Class A common stock and 15,000,000 shares of Class B common stock, each with a par value of $0.0001 per share. The Company is also authorized to issue 100,000,000 shares of preferred stock, par value of $0.0001 per share. No shares of preferred stock were issued or outstanding as of December 31, 2025 and 2024. Common StockShares of Class A common stock have both economic and voting rights. Shares of Class B common stock have no economic rights, but do have voting rights. Each holder of shares of Class A common stock will be entitled to one vote for each share of common stock held at all meetings of shareholders and each holder of shares of Class B common stock will be entitled to nine votes for each share of common stock held at all meetings of shareholders. Dividend RestrictionsThe Company has never declared or paid cash dividends on its Class A common stock and does not intend to do so in the foreseeable future. Payment of dividends depends on funds legally available and on the earnings and cash flows of its subsidiaries. Certain subsidiaries are subject to contractual or financing restrictions that may limit dividend payments. Equity TransactionsOn September 14, 2022, the Company entered into an Equity Distribution Agreement with Canaccord Genuity LLC, under which it could offer and sell up to $85.0 million of the Company's Class A common stock pursuant to a registration statement on Form S-3, which became effective on September 26, 2022. In June 2023, approximately 2.2 million shares were sold through this arrangement, generating net proceeds of $8.0 million. As of December 31, 2025, approximately $76.8 million of shares remained unsold; however, due to late filings of the Company’s Quarterly Reports on Form 10-Q for the quarters ended June 30, 2024, September 30, 2024, June 30, 2025, and September 30, 2025, and the expiration of the applicable registration statement, no further sales can be made under the agreement. On February 4, 2024, the Company and Signal Ocean Ltd. entered into a securities purchase agreement for the issuance and sale of 833,333 shares of the Company’s Class A common stock at a price of $12.00 per share, resulting in net proceeds of $9.8 million, after deducting offering expenses. On March 21, 2024, the Company entered into a Securities Purchase Agreement with institutional investors and issued 2,142,858 shares of Class A common stock at an offering price of $14.00 per share, for aggregate net proceeds of $28.1 million, after deducting offering expenses. The accompanying warrants to purchase 2,142,858 shares of Class A common stock had an exercise price of $14.50 per share, were exercisable from March 25, 2024 to July 3, 2024, and expired unexercised. The Company engaged Alliance Global Partners as placement agent in connection with the offering under the Securities Purchase Agreement, paid them $1.8 million, and agreed to pay additional fees on any warrant exercises, which did not occur prior to the expiration of the warrants. On March 12, 2025, the Company entered into the 2025 Securities Purchase Agreement with the purchasers named therein for the 2025 Private Placement of (i) 4,843,750 shares of Class A common stock at a purchase price of $8.00 per share and (ii) Pre-Funded Warrants to purchase 156,250 shares of Class A common stock at a purchase price of $7.9999 per Pre-Funded Warrant. The Pre-Funded Warrants had an exercise price of $0.0001 per share of Class A common stock, were exercisable immediately, and remained outstanding until fully exercised. The aggregate net proceeds for the 2025 Private Placement were $37.3 million, after deducting offering expenses. As of December 31, 2025, all Pre-Funded Warrants had been exercised on a cashless basis. The Registration Rights Agreement entered into by the Company and the purchasers in the 2025 Private Placement provides for liquidated damages if the Company fails to satisfy certain obligations under the agreement, including as a result of failing to timely file a Quarterly Report on Form 10-Q. For the year ended December 31, 2025, the Company incurred approximately $1.2 million of liquidated damages under this provision, which were recognized in other expense, net. |