15. Equity

Common Stock

As of December 31, 2025 and 2024, the Company’s certificate of incorporation, as amended and restated, authorized the Company to issue 730,000,000 shares of $0.0001 par value Class A common stock. As of December 31, 2025 and 2024, shares of Class A common stock issued and outstanding were 28,837,787 and 22,546,671, respectively. The Company’s common stock has the following rights, preferences, privileges, and restrictions:

Voting Power: Except as otherwise required by law or as otherwise provided in any certificate of designation for any series of preferred stock, the holders of common stock possess all voting power for the election of the Company’s directors and all other matters requiring stockholder action. Holders of common stock are entitled to one vote per share on matters to be voted on by stockholders.

Dividends: Holders of Class A common stock will be entitled to receive such dividends, if any, as may be declared from time to time by the Company’s board of directors in its discretion out of funds legally available therefore. In no event will any stock dividends or stock splits or combinations of stock be declared or made on common stock unless the shares of common stock at the time outstanding are treated equally and identically.

Liquidation, Dissolution and Winding Up: In the event of the Company’s voluntary or involuntary liquidation, dissolution, distribution of assets or winding-up, the holders of the common stock will be entitled to receive an equal amount per share of all of the Company’s assets of whatever kind available for distribution to stockholders, after the rights of the holders of the preferred stock have been satisfied.

Preemptive or Other Rights: The Company’s stockholders have no preemptive or other subscription rights and there are no sinking fund or redemption provisions applicable to common stock.

Election of Directors

The Company’s board of directors is divided into three classes, Class I, Class II and Class III, with only one class of directors being elected in each year and each class serving a three-year term, except with respect to the election of directors at the special meeting held in connection with the merger with GX, Class I directors are elected to an initial one-year term (and three-year terms subsequently), the Class II directors are elected to an initial two-year term (and three-year terms subsequently) and the Class III directors are elected to an initial three-year term (and three-year terms subsequently). There is no cumulative voting with respect to the election of directors, with the result that the holders of more than 50% of the shares voted for the election of directors can elect all of the directors.

Series A Preferred Stock

The Company’s Certificate of Incorporation authorized 10,000,000 shares of preferred stock and provides that shares of preferred stock may be issued from time to time in one or more series. The Company’s board of directors is authorized to fix the voting rights, if any, designations, powers and preferences, the relative, participating, optional or other special rights, and any qualifications, limitations and restrictions thereof, applicable to the shares of each series of preferred stock. The Company’s board of directors is able to, without stockholder approval, issue preferred stock with voting and other rights that could adversely affect the voting power and other rights of the holders of common stock and could have anti-takeover effects. The ability of the Company’s board of directors to issue preferred stock without stockholder approval could have the effect of delaying, deferring or preventing a change of control of Celularity or the removal of existing management.

On October 24, 2025, the Company filed a Certificate of Designation of Preferences, Rights and Limitations of Series A Convertible Preferred Stock (the “Certificate of Designation”) with the Secretary of State of the State of Delaware, designating 6,000,000 shares of Series A Preferred Stock, out of the Company’s authorized preferred stock. As of December 31, 2025 and 2024, the Company had 2,000,000 and 0 shares of Series A Preferred Stock issued and outstanding, respectively. The Certificate of Designation establishes the following rights, preferences, powers, privileges and restrictions, qualifications and limitations of the Series A Preferred Stock:

Dividends: Holders of Series A Preferred Stock are entitled to receive dividends at a rate of 5.0% per annum, calculated on the stated value, payable quarterly and, at the Company’s election, in cash or as payment-in-kind (PIK) by increasing the stated value. During a Triggering Event (as defined in the Certificate of Designation), the dividend rate increases to 18% per annum.

Voting: Except as otherwise required by law, holders of Series A Preferred Stock are not entitled to any voting rights, other than with respect to amendments or actions affecting the preferences or rights of the Series A Preferred Stock.

Conversion: Each share of Series A Preferred Stock is convertible, at the option of the holder, at any time into shares of the Company’s Common Stock at the lower of (i) 110% of the closing price of the Common Stock on the Trading Day immediately prior to the issuance of such share or (ii) 95% of the lowest closing VWAP over the seven consecutive Trading Days immediately prior to the relevant conversion date, but in no event less than the Floor Price (currently $1.60 per share, subject to adjustment as described in the Certificate of Designation). The conversion price of the Series A Preferred Stock is subject to downward adjustment in certain circumstances, including stock splits, stock dividends, or subsequent offerings below the then-applicable conversion price, subject to the Floor Price. Due to subsequent financings as of December 31, 2025, the Series A Preferred Stock had a conversion price of $2.19 per share.

Limitations on Conversion: Holders of Series A Preferred Stock are prohibited from converting the Series A Preferred Stock into Common Stock to the extent that, after giving effect to such conversion, the holder (together with its affiliates) would beneficially own more than 4.99% (which may be increased to up to 19.99% by written notice, subject to 61-day effectiveness) of the outstanding Common Stock immediately following such conversion. The Company is not permitted to issue shares of Common Stock upon conversion of the Series A Preferred Stock (or exercise of the related warrants) if, after giving effect to such issuance, the aggregate number of shares issued would exceed 19.99% of the issued and outstanding shares of Common Stock as of October 24, 2025, unless and until the Company obtains stockholder approval for such issuances as required by applicable rules of the NASDAQ Capital Market.

Redemption: The Company may, at its option, redeem all or a portion of the outstanding shares of Series A Preferred Stock at a price equal to 120% of the stated value plus accrued but unpaid dividends, subject to notice and other conditions specified in the Certificate of Designation. Upon the closing of any equity or equity-linked financing, the holders of Series A Preferred Stock may require the Company to redeem, out of the proceeds of such financing, up to 10% of the net proceeds at a price equal to the stated value plus accrued and unpaid dividends.

Liquidation Preference: In the event of any liquidation, dissolution or winding up of the Company, holders of Series A Preferred Stock are entitled to receive, on a senior basis to holders of Common Stock and any other junior stock, an amount per share equal to the greater of (i) the stated value plus accrued dividends, or (ii) the amount the holder would have received had the shares been converted into Common Stock immediately prior to such event.

On October 24, 2025, the Company entered into a Securities Purchase Agreement (“the October 2025 Purchase Agreement”) with an institutional investor. The October 2025 Purchase Agreement stipulates that the Series A Preferred Stock has the following right:

Exchange Promissory Note Right: This right permits the investor to exchange their Series A Preferred Stock for a six-month secured promissory note based upon the stated value of the Series A Preferred Stock and any accrued but unpaid dividends.

Redemption of Series A Preferred Stock

On December 19, 2025, the Company entered into agreements with an investor whereby the Company issued the investor the December 2025 Promissory Note (ii) the December 2025 Convertible Note (iii.) the December 2025 First Tranche Warrants and (iv) the December 2025 Second Tranche Warrants. As a result, the holder of the Series A Preferred Stock elected to exercise their optional redemption right with respect to 267,916 shares of Series A Preferred Stock. The redeemed shares had a stated value of $300. As of December 31, 2025, the Company had recorded the $300 redemption as a component of accrued expenses and other liabilities on the consolidated balance sheet.

October 2025 Financing

On October 24, 2025, the Company entered into the October 2025 Purchase Agreement with an institutional investor, pursuant to which the Company agreed to issue and sell, in up to three private placement tranches, shares of Series A Preferred Stock with accompanying warrants to purchase shares of the Company’s Class A common stock. The initial tranche closed on October 24, 2025, and as a result, the Company issued the investor 2,000,000 shares of Series A Preferred Stock and 267,308 common stock warrants (the “October 2025 Warrants”) in exchange for gross proceeds of $2,000. The additional tranches are subject to certain conditions and investor discretion. The Company also agreed to certain registration rights and granted a security interest in certain assets in connection with the October 2025 Purchase Agreement. The Company incurred transaction costs of $210 due to the October 2025 Purchase Agreement. In connection with the transaction, the Company granted the investor a security interest in certain assets and agreed to file a resale registration statement with the Securities and Exchange Commission (the “SEC”) covering the shares underlying the preferred stock and warrants. The Company filed the Form S-1 on December 19, 2025, and it was declared effective by the SEC on December 29, 2025. A second Form S-1 was filed by the Company on December 31, 2025 and then was subsequently declared effective by the SEC on January 7, 2026.

The Series A Preferred Stock was determined to be more akin to an equity-like host than a debt-like host. The Company identified certain embedded features that required bifurcation from the equity host instrument. These features were bundled together, assigned probabilities of being affected and measured at fair value. Subsequent changes in fair value of these features are recognized in the Consolidated Statement of Operations. See Note 4 for more information relating to the bifurcated derivative liability of the Series A Preferred Stock.

The October 2025 Warrants have an exercise price of $3.00 per share and expire five years following their issuance date. The October 2025 Warrants were determined to be equity-classified. The $391 fair value of the October 2025 Warrants was estimated utilizing the Black-Scholes Model at the date of issuance using the following weighted average assumptions: dividend yield 0%; expected term of 5.0 years; equity volatility of 99.17%; and a risk-free interest rate of 3.61%.

The stated value of the Series A Preferred Stock was $2,222. Therefore, an original issue discount of $222 was recorded. Upon issuance, the Company recorded a total discount of approximately $949 to Series A Preferred Stock, which was comprised of the issuance date fair value of the associated embedded derivative of $157, allocated fair value of the October 2025 Warrants of $360, original issue discount of $222, and transaction costs of $210.

The October 2025 Purchase Agreement granted the investor the option to participate for up to 20% of any equity financings entered into by the Company beginning on October 24, 2025 through the date in which the investor no longer holds any shares of the Series A Preferred Stock (the “Preferred Stock Participation Right”). In December 2025 the Company failed to inform the investor of an equity financing in violation of the Preferred Stock Participation Right. As a result, the Company issued the investor 50,000 warrants (the “December 2025 Waiver Warrants”) to settle the violation. The December 2025 Waiver Warrants have an exercise price of $2.50 and expire on December 16, 2030. The issuance of the Waiver Warrants resulted in forbearance expense of $49, which is presented as a component of other expense, net on the consolidated statement of operations and comprehensive loss.

January 2024 PIPE

On January 12, 2024, the Company entered into a securities purchase agreement with an existing investor, Dragasac Limited (“Dragasac”), providing for the private placement of (i) 2,141,098 shares of its Class A common stock, par value $0.0001 per share, or the Class A common stock, and (ii) accompanying warrants to purchase up to 535,274 shares of Class A common stock (“January 2024 PIPE Warrant”), for $2.4898 per share and $1.25 per accompanying January 2024 PIPE Warrant, for an aggregate purchase price of approximately $6,000. The closing of the private placement occurred on January 16, 2024. The securities were issued pursuant to an exemption from registration provided under Section 4(a)(2) of the Securities Act and Regulation D promulgated thereunder. The offer and sale of the shares and January 2024 PIPE Warrant (including the shares underlying the January 2024 PIPE Warrant) has not been registered under the Act or any state securities laws. The securities may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements. Each January 2024 PIPE Warrant had an exercise price of $2.4898 per share, is immediately exercisable, and will expire on January 16, 2029 (five5 years from the date of issuance).

The Company accounted for the January 2024 PIPE Warrant and common stock as a single non-arm’s length transaction recognized in equity. The Company applied the guidance for this transaction in accordance with ASU 2020-06, (Subtopic 470-20): Debt - Debt with Conversion and Other Options, ASC 815 Derivatives and Hedging, and ASC 480 Distinguishing Liabilities from Equity. Accordingly, the net proceeds were allocated between common stock and the January 2024 PIPE Warrant at their respective fair values, which resulted in proceeds of $909 allocated to the January 2024 PIPE Warrant and the balance of the proceeds allocated to the common stock. The fair value of the January 2024 PIPE Warrant was determined using a Black-Scholes option pricing model and the common stock based on closing date share price. The Company evaluated the January 2024 PIPE warrant under ASC 815 and determined that it did not require liability classification and met the requirements for a derivative scope exception under ASC 815-10-15-74(a) for instruments that are both indexed to an entity’s own stock and classified in stockholders’ equity. The warrants were recorded in additional paid-in capital within stockholders’ equity on the consolidated balance sheets. Also in connection with the January 2024 PIPE transaction, the Company repriced legacy warrants held by Dragasac to purchase 652,981 shares of common stock with a previous exercise price of $67.70 per share to a new exercise price of $2.4898 per share. The modification of warrants resulted in incremental fair value of $524, which has been recognized as an equity issuance cost and had no net impact on stockholders’ equity as the warrants remain equity-classified after the modification.

In connection with the execution of the securities purchase agreement, the Company also entered into an investor rights agreement with Dragasac dated as of January 12, 2024. The investor rights agreement provides Dragasac certain information and audit rights, as well as registration rights with respect to the shares (and shares underlying the January 2024 PIPE Warrant), including both the undertaking to file a registration statement within 45 days of filing of the 2023 Form 10-K, “piggyback” registration rights, as well as the right to request up to three demand rights for underwritten offerings per year; in each case subject to customary “underwriter cutback” language as well as any objections raised by the SEC to inclusion of securities. If the initial registration statement was not filed on or prior to May 15, 2024, the investor rights agreement provides for partial liquidating damages equal to 1.0% of the subscription amount each month, up to a maximum of 6.0%, plus interest thereon accruing daily at a rate of 18.0% per annum. The Company began to accrue partial liquidating damages and interest as of May 22, 2024. The total amount accrued for liquidated damages was $0 and $418, contained in other current liabilities on the consolidated balance sheet as of December 31, 2025 and December 31, 2024, respectively. As a condition to closing, the Company entered into an amendment to an amended and restated distribution and manufacturing agreement with an affiliate of Dragasac to add cell therapy products in clinical development, investigational stage and/or in near-term commercial use to the list of products under the scope of the exclusive distribution and manufacturing licenses (including unmodified natural killer cells (such as CYNK-001) for aging and other non-oncology indications, PSC-100, PDA-001, PDA-002, pEXO and APPL-001 for regenerative indications).

On January 24, 2025, the Company agreed with the holder of warrants dated January 16, 2024 to purchase 535,274 shares of Class A common stock (the “2024 Warrant” referred to as PIPE Warrants above) and warrants dated January 9, 2020, as amended, to purchase 652,981 shares of Class A common stock (the “2020 Warrant” referred to as A&R Warrants above, and together with the 2024 Warrants, the “Warrants”) to amend the exercise price of the Warrants to $2.07 per share from $2.49 per share and the holder agreed to exercise the Warrants for gross proceeds to the Company of approximately $2.46 million. The modification was not entered into in connection with any new financing or bundled debt arrangement.

The Company evaluated the accounting for the modification and concluded that the transaction constituted an inducement. In the absence of specific authoritative guidance for inducements of equity-classified warrants, the Company applied the guidance in ASC 260-10-S99 and ASC 470-20-40-13 through 40-17 by analogy, which addresses similar inducement transactions for equity-classified convertible preferred stock.

In accordance with this guidance, the Company recognized an inducement equal to the incremental fair value conveyed to the warrant holders, measured as the difference between the fair value of the modified warrants and the fair value of the original warrants immediately prior to the modification. The total inducement of approximately $64 was recognized as an adjustment to net loss, classified as a deemed dividend, to arrive at loss available to common stockholders in the Company’s consolidated statement of operations and comprehensive loss for the year ended December 31, 2025.

June 2025 PIPE

On June 23, 2025, the Company entered into a Securities Purchase Agreement for a private placement of 739,286 shares of Class A common stock at a purchase price of $1.40 per share. The transaction generated proceeds of approximately $1,035. In connection with the offering, the Company also agreed to amend its 1,311,092 equity classified outstanding warrants held by the investors, reducing the exercise price to $2.50 and extending the expiration date to June 30, 2030. The Company evaluated the accounting effects of the warrant modification and concluded that the modification does not have an impact on the Company’s consolidated financial statements.

Warrant Modifications

On January 12, 2024, in connection with the January 2024 PIPE, the Company agreed to amend the exercise price of legacy warrants held by Dragasac to purchase 652,981 shares of common stock, which expired March 16, 2025, from $67.70 per share to $2.49 per share. On January 24, 2025, the Company agreed to reduce the exercise price of both the January 2024 PIPE Warrant and legacy warrants held by Dragasac from $2.49 per share to $2.07 per share. See Warrants section below for additional information. On March 13, 2024, in connection with the RWI Forbearance Agreement (see Note 10), the Company agreed to issue RWI a warrant to acquire up to 300,000 shares of common stock, which expires June 20, 2028, and has an exercise price of $5.90 per share. Additionally, on March 13, 2024, in connection with the Starr Forbearance Agreement (see Note 10), the Company agreed to amend the exercise price of the 75,000 March 2023 Loan Warrants expiring March 17, 2028 from $7.10 per share to $5.90 per share (the “Minimum Price” as determined pursuant to Nasdaq 5635(d) on March 13, 2024) and the 50,000 June 2023 Warrants expiring June 20, 2028 from $8.10 per share to $5.90 per share, each of which are held by C.V. Starr.

On February 12, 2025, the Company entered into binding term sheets with (i) RWI and (ii) C.V. Starr & Co., Inc. in connection with amendments to existing loan arrangements and extensions of forbearance agreements.

Under the RWI agreement, the maturity date of the Company’s senior secured loans aggregating $27.0 million (net of $3.75 million original issue discount) was extended to February 15, 2026. The Company also agreed to issued RWI a new 5five-year warrant to purchase 500,000 shares of Class A common stock at an exercise price equal to the “New RWI Exercise Price” (as defined in the agreement), subject to a floor of $1.50 per share. As a result, the Company recorded a promise to issue warrants liability within accrued expense and other liabilities. On July 24, 2025 the Company issued the warrants at a fair value of $1,340 and extinguished the promise to issue warrants liability. The promise to issue warrants liability was recorded at an initial fair value of $710. The Company recorded a change in fair value of the promise to issue warrants of $630 during the year ended December 31, 2025 as a component of the change in fair value of warrant liabilities on the consolidated statement of operations. Additionally, as a result of the RWI agreement, the exercise price of certain outstanding RWI warrants was repriced based on a formula tied to the July 24, 2025 closing price, with similar $1.50 per share floor and existing exercise price cap provisions.

Under the Starr agreement, the maturity date of Starr’s $5.0 million loan (net of $0.1 million original issue discount) was extended to February 15, 2026. The Company also issued Starr a new 5five-year warrant to purchase 100,000 shares of Class A common stock at an exercise price equal to the “Starr New Exercise Price” (as defined in the agreement), subject to a $1.50 per share floor. Additionally, the exercise price of the 75,000 March 2023 Loan Warrants expiring March 17, 2028 was changed from $5.90 per share to $1.69 per share and the exercise price of the 50,000 June 2023 Warrants expiring June 20, 2028 was changed from $5.90 per share to $1.69 per share, each of which are held by C.V. Starr.

July 2025 PIPE

On July 14, 2025, the Company entered into a securities purchase agreement (the “July 2025 PIPE Agreement”) with an institutional investor for the issuance and sale in a private placement of 1,230,769 shares of the Company’s Class A common stock, and warrants to purchase 1,230,769 shares of Class A common stock (the “July 2025 PIPE Warrants”) for a purchase price of $1.625 per share of common stock and warrant. The July 2025 PIPE Warrants are exercisable for two years from the date of issuance at an exercise price of $1.50 per share and were determined by the Company to be equity-classified.

The Company utilized the Black Scholes Model to calculate the value of the July 2025 PIPE Warrants issued on July 14, 2025. The fair value of the July 2025 PIPE Warrants, $2,265, was estimated at the date of issuance using the following assumptions: exercise price of $1.50; expected term of 5.0 years; equity volatility of 98.88%; and a risk-free interest rate of 3.98%. The gross proceeds to the Company from the private placement are approximately $2,000.

KTL Warrants

As described in Note 10 – Debt, on July 21, 2025 the Company issued a former Director of the Company the KTL Note in exchange for $6,812 (Note 10 - Debt). The KTL Note was issued with a warrant (the “KTL Warrant”) to purchase up to 3,700,000 shares of the Company’s class A common stock. The KTL Warrant was initially exercisable at the closing price at the date when the warrants of RWI were repriced as contemplated by the term sheet dated as of February 12, 2025 between RWI and the Company, with a discount of 20%. As this amount was not known on issuance, the KTL Warrants were required to be liability classified and subsequently remeasure to fair value as they did not meet the “fixed-for-fixed” criteria under ASC 815-40-15-7C. On July 24, 2025, the KTL Warrants became exercisable at $2.528 per share for five (5) years from the date of issuance.

As such, the Company recorded the KTL Warrant as a liability at fair value with subsequent changes in fair value recognized in earnings. The fair value of the KTL Warrants at issuance was $9,150.

During the year ended December 31, 2025, the Company recorded a loss of $36 related to the change in fair value of the warrant liability which is recorded in change in fair value of warrant liabilities on the consolidated statement of operations. The fair value of the KTL Warrants was $9,186 at July 24, 2025 (Note 4).

On July 24, 2025, when the exercise price of the KTL Warrants became fixed and the KTL Warrants met the criteria for equity classification, the Company derecognized the $9,186 warrant liability, with a corresponding increase to additional paid-in capital upon reclassification.

December 2025 Warrants and Advisor Warrants

On December 19, 2025, the Company entered into a series of definitive agreements with an investor whereby the Company issued the investor (i) the December 2025 Promissory Note (ii) the December 2025 Convertible Note (iii.) warrants to purchase up to 2,448,917 shares of common stock (the “December 2025 First Tranche Warrants”) and (iv) additional warrants to purchase up to 1,258,740 shares of common stock (the “December 2025 Second Tranche Warrants, or collectively with the December 2025 First Tranche Warrants, the “December 2025 Warrants”). As a result of the transaction, the Company incurred transaction costs of $500 and agreed to issue warrants to purchase 100,000 shares of common stock to a financial advisor engaged by the investor (the “Advisor Warrants”).

See Note 10 and Note 4 for more information relating to the December 2025 Promissory Note and the December 2025 Convertible Note.

The December 2025 Warrants have an exercise price of $2.00 per share, are exercisable beginning June 19 2026, and expire on December 19, 2030. The Advisor Warrants have an exercise price of $2.00 per share and are exercisable beginning on June 19, 2026 and expiring on June 19, 2031. The Advisor Warrants were determined to be equity-classified in accordance with ASC 718 and their fair value of $103 was recorded as a debt issuance cost. The December 2025 Warrants were also determined to be equity-classified and were recorded within additional-paid in capital. The Company utilized the Black Scholes Model to calculate the value of the December 2025 Warrants and the Advisor Warrants. The fair value of the December 2025 Warrants and Advisor Warrants of $3,804 and $103 was estimated at the date of issuance using the following assumptions: stock price $1.45, exercise price $2.00, dividend yield 0%; expected term of 5.0 years; equity volatility of 97.65%; and a risk-free interest rate of 3.91%.

Standby Equity Purchase Agreement

On March 13, 2024, the Company and Yorkville entered into a SEPA. Under the SEPA, the Company has the right to sell to Yorkville up to $10,000 of its Class A common stock, par value $0.0001 per share subject to certain limitations and conditions set forth in the SEPA, from time to time, over a 36-month period. Sales of the common stock to Yorkville under the SEPA, and the timing of any such sales, are at the Company’s option, and the Company is under no obligation to sell any shares of common stock to Yorkville under the SEPA except in connection with notices that may be submitted by Yorkville, in certain circumstances as described below.

Upon the satisfaction of the conditions precedent in the SEPA, which include having a resale shelf for shares of common stock issued to Yorkville declared effective, the Company has the right to direct Yorkville to purchase a specified number of shares of common stock by delivering written notice (“Advance”). An Advance may not exceed 100% of the average of the daily trading volume of the common stock on Nasdaq, during the five consecutive trading days immediately preceding the written notice.

Yorkville will generally purchase shares pursuant to an Advance at a price per share equal to 97% of the VWAP, on Nasdaq during the three consecutive trading days commencing on the date of the delivery of the written notice (unless the Company specifies a minimum acceptable price or there is no VWAP on the subject trading day).

The SEPA will automatically terminate on the earliest to occur of (i) the first day of the month next following the 36-month anniversary of the date of the SEPA or (ii) the date on which Yorkville shall have made payment for shares of common stock equal to $10,000. The Company has the right to terminate the SEPA at no cost or penalty upon five trading days’ prior written notice to Yorkville, provided that there are no outstanding advances for which shares of common stock need to be issued and the Yorkville convertible promissory note (the “Initial Advance”) (see Note 10) has been paid in full. The Company and Yorkville may also agree to terminate the SEPA by mutual written consent.

As consideration for Yorkville’s commitment to purchase the shares of common stock pursuant to the SEPA, the Company paid Yorkville a $25 cash due diligence fee and a commitment fee equal to 16,964 shares of common stock. The Company recorded direct issuance costs of $125 inclusive of the commitment shares as other expense in the consolidated statement of operations during the year ended December 31, 2024.

In connection with the entry into the SEPA, on March 13, 2024, the Company entered into a registration rights agreement with Yorkville, pursuant to which the Company agreed to file with the SEC no later than May 3, 2024, a registration statement for the resale by Yorkville of the shares of common stock issued under the SEPA (including the commitment fee shares). The Company agreed to use commercially reasonable efforts to have such registration statement declared effective within 45 days of such filing and to maintain the effectiveness of such registration statement during the 36-month commitment period. The Company will not have the ability to request any Advances under the SEPA (nor may Yorkville convert the Initial Advance into common stock) until such resale registration statement is declared effective by the SEC. The Company has not yet filed a registration statement with the SEC for the resale by Yorkville of the shares of common stock issued under the SEPA, which is deemed an event of default under the SEPA and as a result, the interest rate on the on the Yorkville convertible promissory note (see Note 10) increased to 18.0%.

The Company determined that the SEPA should be accounted for as a derivative measured at fair value, with changes in the fair value recognized in earnings. Because the Company has not yet filed a registration statement and no shares can currently be issued under the SEPA, the SEPA is deemed to have no value as of the issuance date and as of December 31, 2025 and 2024.

Warrants

As of December 31, 2025, the Company had outstanding warrants to purchase 25,774,577 shares of Class A common stock. A summary of the warrants is as follows:

 Summary of the Warrants