Annual report [Section 13 and 15(d), not S-K Item 405]

EQUITY

v3.26.1
EQUITY
 12 Months Ended
Dec. 31, 2025
Equity [Abstract]  
EQUITY
 14. EQUITY
Authorized, Issued and Outstanding
The authorized share capital of the Company consists of an unlimited number of SVS, Multiple Voting Shares, Super Voting Shares and Preferred Shares. As of December 31, 2025, the Company had 199,696,597 SVS issued and outstanding and no Multiple Voting Shares, Super Voting Shares or Preferred Shares issued and outstanding.
Warrants
Each warrant entitles the holder to purchase one share of the same class of common share. The following table summarizes the status of the Company’s warrants and related transactions for each of the presented years:
Non-Derivative Warrants Derivative Warrants Total Number of Warrants Weighted - Average Exercise Price Per Warrant Aggregate Intrinsic Value Weighted Average Remaining Contractual Life (in Years)
Balance, January 1, 2024
 49,068,636 37,862,922 86,931,558 $ 1.12  $ —  3.0
Granted (1)
2,500,000  19,400,000  21,900,000  $ 0.99 
Cancelled/forfeited/expired (2)
(1,050,100) (35,862,922) (36,913,022) $ 1.21 
Balance, December 31, 2024
 50,518,536 21,400,000 71,918,536 $ 1.03  $ —  3.6
Granted (3)
8,710,626  —  8,710,626  $ 0.48 
Cancelled/forfeited/expired (1,235,075) —  (1,235,075) $ 2.55 
Balance, December 31, 2025
 57,994,087 21,400,000 79,394,087 $ 0.95  $ 2,019  2.8
Exercisable, December 31, 2025
 56,574,087 21,400,000 77,974,087 $ 0.96  $ 1,892  2.8
(1)In July 2024, 19,400,000 warrants were issued in connection with the 2024 Term Loan. In February 2024, 1,800,000 warrants were issued in connection with the Debt Exchange. Refer to Note 10 - Debt for more information.
(2)On December 23, 2024, 35,862,922 warrants that were issued in connection with the Senior Notes expired.
(3)In February 2025, the Company issued 8,010,626 warrants in connection with Second Lien Notes issuances. Refer to Note 10 - Debt for more information.

The grant date fair value of the non-derivative warrants issued was determined using the Black-Scholes option-pricing model. The following assumptions were used for the calculations at date of issuance.
Year Ended December 31,
2025 2024
Weighted average stock price $0.34 $0.60
Weighted average expected stock price volatility 92% 87%
Expected annual dividend yield —% —%
Weighted average expected life of warrants 5.0 years 4.8 years
Weighted average risk-free annual interest rate 4.09% 3.97%
Weighted average grant date fair value $0.23 $0.36
Share-based payment award plans
Plan summary and description
The Company’s 2019 Equity Incentive Plan (the “2019 Plan”) was initially adopted in April 2019, and was amended in June 2022. The 2019 Plan is administered by the board of directors, who have delegated to the Compensation Committee the ability to grant awards with board of directors’ review for directors and officers.
The purpose of the 2019 Plan is to: (i) promote and retain employees, directors and consultants capable of assuring our future success; (ii) motivate management to achieve long-range goals; and (iii) to provide compensation and opportunities for ownership and alignment of interests with shareholders. The 2019 Plan permits the grant of: (i) Stock Options; (ii) Restricted Stock Awards; (iii) Restricted Stock Units; (iv) Stock Appreciation Rights; and (v) Other Awards. Any of the Company’s employees, officers, directors, and consultants are eligible to participate (each a Participant) in the 2019 Plan if selected by the board of directors or the Compensation Committee. The basis of participation of an eligible recipient of an Award under the 2019 Plan, and the type and amount of any Award that an individual will be entitled to receive under
the 2019 Plan, will be determined by board of directors and/or Compensation Committee. The Board may suspend or terminate the 2019 Plan at any time.
The 2019 Plan authorizes the issuance of up to 15% (plus an additional 2% inducements for hiring employees and senior management) of the number of outstanding shares of common stock (of all classes) of the Company (the “Share Reserve”). Incentive stock options are limited to the Share Reserve, and the maximum number of incentive awards available for issuance under the 2019 Plan, including additional awards available for certain new hires, was 4,350,503 as of December 31, 2025.
Stock Options
The stock options issued by the Company are options to purchase SVS of the Company. All stock options issued have been issued to directors and employees under the Company’s 2019 Plan. Such options generally expire ten years from the date of grant and generally vest ratably over three years from the grant date. The options generally may be net share settled.
On August 12, 2024, the Company’s board of directors approved a limited stock option cancellation and regrant program in which Eligible Participants could elect to cancel each stock option held with an exercise price per SVS equal to $1.91, $1.93, $2.00 and $5.71, and to be granted a replacement option to purchase an identical number of SVS. The Eligible Participants cancelled a total of 9,136,758 stock options under this program, and were regranted the same number of stock options on September 13, 2024 at an exercise price of $0.54, with an expiration date of ten years from the grant date.

The following table summarizes the status of stock options and related transactions for each of the presented years:
Stock Options Weighted Average Exercise Price per Stock Options Aggregate Intrinsic Value Weighted Average Remaining Contractual Life (in Years)
Balance, January 1, 2024
 27,653,184  $ 1.40  $ —  8.2
Granted 12,954,490  $ 0.57 
Exercised (64,999) $ 0.60  $ — 
Cancelled/forfeited/expired
 (13,773,256) $ 1.81 
Balance, December 31, 2024
26,769,419  $ 0.79  $ —  8.5
Granted 3,330,000  $ 0.47 
Cancelled/forfeited/expired
 (3,501,501) $ 0.82 
Balance, December 31, 2025
 26,597,918  $ 0.75  $ 2,129  7.9
Exercisable, December 31, 2025
 19,232,055 $ 0.83  $ 1,248  7.5
The fair value of the stock options granted was determined using the Black-Scholes option-pricing model. The following assumptions were used for the calculation at date of grant:
Year Ended December 31,
2025 2024
Weighted average stock price $0.47 $0.56
Weighted average expected stock price volatility 95.3% 86.9%
Expected annual dividend yield —% —%
Weighted average expected life 5.2 years 5.0 years
Weighted average risk-free annual interest rate 3.81% 3.56%
Weighted average grant date fair value $0.35 $0.21
Restricted Stock
The Company grants restricted SVS to independent directors, management, former owners of acquired businesses or assets, and to consultants and other employees. The restricted SVS are included in the issued and outstanding SVS, and the fair value of the restricted stock granted was estimated based on the SVS price at grant date. The following table summarizes the status of restricted stock and related transactions for each presented years:
Unvested Restricted Stock Weighted-Average Grant-date Fair Value Price per Restricted Stock Average Intrinsic Value Weighted Average Remaining Vesting Term
(in Years)
Issued and Outstanding as of January 1, 2024
 1,861 $ 4.05  $ 1  0.7
Vested and Released (1,861) $ 4.05  $ 1 
Issued and Outstanding as of December 31, 2024
 —  $ —  $ —  0
Granted (1)
3,000,000 $ 0.50 
Issued and Outstanding as of December 31, 2025
 3,000,000 $ 0.50  $ 1,500  0.0
(1)In December 2025, 3,000,000 restricted SVS were issued in connection with James Cacioppo’s Executive Employment Agreement.
Share-based compensation cost
The Company recorded share-based compensation costs related to previously issued stock options, restricted stocks and compensatory warrants totaling $2,105, $4,222 and $8,092 for the years ended December 31, 2025, 2024 and 2023, respectively, which are included in selling, general and administrative operating expenses in the accompanying consolidated statements of operations.
As of December 31, 2025, the Company had $1,788 of unrecognized share-based compensation cost related to unvested stock options, restricted stock and warrants, which is expected to be recognized as share-based compensation cost over a weighted average period of 1.4 years as follows:
2026 $ 1,192 
2027 442 
2028 146 
2029 8 
Thereafter
 — 
$ 1,788