STOCKHOLDERS' EQUITY

12 Months Ended

Dec. 31, 2025

STOCKHOLDERS' EQUITY

9. STOCKHOLDERS' EQUITY

Public Offering

On October 17, 2025, the Company closed an underwritten public offering (the “October 2025 Offering”), in which the Company issued and sold 14,000,000 shares of the Company's Class A common stock at a public offering price of $1.25 per share, pursuant to an Underwriting Agreement (the “Underwriting Agreement”) with Lake Street Capital Markets, LLC, as the underwriter. On October 17, 2025, the Company received gross proceeds of $17,500 from the October 2025 Offering, before deducting underwriting discounts and commissions and other offering expenses, and net proceeds of $15,764 after deducting underwriting discounts and commissions and other offering expenses.

Under the terms of the Underwriting Agreement, the underwriter was granted a 30-day option to purchase up to an additional 2,100,000 shares of Class A common stock at the public offering price, less underwriting discounts and commissions ( the “Underwriter Option”). The underwriter exercised the Underwriter Option on October 21, 2025, and October 23, 2025, the Company received additional gross proceeds of $2,625, before deducting underwriting discounts and commissions and other offering expenses, and additional net proceeds of $2,444, after deducting underwriting discounts and commissions and other offering expenses.

In the aggregate, the Company issued and sold 16,100,000 shares of Class A common stock in the October 2025 Offering. As of December 31, 2025, the Company's aggregate gross proceeds from the October 2025 Offering, including the gross proceeds from the exercise of the Underwriter Option, were $20,125, before deducting underwriting discounts and commissions and other offering expenses, and aggregate net proceeds were $18,208, after deducting underwriting discounts and commissions and other offering expenses.

Common Stock At-the-Market Offering Program

On November 9, 2023, the Company filed a shelf registration statement on Form S-3 (File No. 333-275449), which became effective on November 22, 2023. The shelf registration statement permits the Company to sell, from time to time, up to $150,000 in aggregate value of its Class A common stock, preferred stock, debt securities, warrants, and/or units. The shelf registration statement is intended to provide the Company with flexibility to access additional capital when market conditions are appropriate.

The Shelf Registration Statement also included a prospectus supplement covering up to an aggregate of $50,000 in shares of Class A common stock that the Company could issue and sell from time to time through B. Riley Securities, Inc. (“B. Riley”), acting as its sales agent, pursuant to a sales agreement for its “at-the-market” equity program (“ATM”) that it entered into with B. Riley in November 2023 (the “Sales Agreement”). As of December 31, 2025, a total of 3,464,325 shares of the Company’s Class A common stock, for total gross proceeds of $4,350, before deducting commissions and other offering expenses, and net proceeds of $4,165, after deducting commissions and other offering expenses, were issued and sold under the Sales Agreement. On December 29, 2025, the Company filed a new prospectus supplement covering up to an aggregate of $50,000 in shares of Class A common stock that it may issue and sell from time to time, through B. Riley and BTIG, LLC (“BTIG”) acting as its sales agents, pursuant to the amended and restated sales agreement that the Company entered into with B. Riley and BTIG on December 29, 2025 (the “Amended Sales Agreement”), for its ATM. The Amended Sales Agreement amends and restates the

Sales Agreement to add BTIG as an additional sales agent. No other material terms of the at-the-market offering program or Sales Agreement were amended. The offering of the Class A common stock pursuant to the prospectus supplement dated November 22, 2023 was also terminated such that no further offers or sales will be made pursuant to such prospectus supplement, effective as of December 29, 2025.

The Company issued and sold an aggregate of 2,692,604 shares of Class A common stock under the Sales Agreement during the year ended December 31, 2025 for gross proceeds of $3,469, before deducting commissions and other offering expenses, resulting in net proceeds of $3,381, after deducting commissions and other expenses.

Common Stock and Common Stock Warrants

On February 12, 2025, the Company closed the transactions pursuant to a securities purchase agreement with certain institutional investors (the “Investors”), in which the Company issued and sold, in a registered direct offering by the Company directly to the Investors (the “February 2025 Offering”): (i) 4,511,278 shares of the Company’s Class A common stock and (ii) warrants to purchase up to 4,511,278 shares of the Company’s Class A common stock (the “Warrants”). Each share and accompanying Warrant were sold together at a combined offering price of $1.33. Each Warrant has an exercise price of $1.33 and expires on the five-year anniversary of the initial issuance date. The aggregate gross proceeds to the Company from the February 2025 Offering were $6,000 before deducting the placement agent’s fees and offering expenses. The incremental issuance costs allocated to warrant liabilities were recorded as expenses in the Company's consolidated statements of operations in line item “other income (expense), net”.

During the year ended December 31, 2025, holders of the Warrants exercised 253,859 of the Warrants issued in the February 2025 Offering. The Company received cash proceeds of $337 and issued 253,859 shares of Class A common stock in connection with the exercise of the Warrants.

Equity Incentive Plans

Hyperfine Inc. 2021 Equity Incentive Plan and Inducement Option Grant

The Company’s equity incentive plans include the Company’s 2021 Equity Incentive Plan (the “Hyperfine Plan”) and the Company has made an inducement option grant outside of the Hyperfine Plan in accordance with Nasdaq Listing Rule 5635(c)(4). The Hyperfine Plan is administered by the Company's board of directors. The board of directors may grant restricted stock and options to purchase shares either as incentive stock options or non-qualified stock options. The option grants are subject to certain terms and conditions, option periods and conditions, exercise rights and privileges as set forth in the Hyperfine Plan. During the year ended December 31, 2025, the number of shares available for grant increased by 2,925,261 shares pursuant to the evergreen provision in the Hyperfine Plan that provides for an automatic annual increase in the number of shares available for grant under the Hyperfine Plan equal to the lesser of (i) 4% of the number of outstanding shares of common stock outstanding on the first day of the fiscal year, and (ii) an amount determined by the administrator of the Hyperfine Plan, beginning in fiscal year 2022 and ending on the second day of fiscal year 2031. At December 31, 2025, 6,830,346 shares of common stock remain available for issuance under the Hyperfine Plan.

Prior to the Business Combination, Legacy Hyperfine and Liminal were distinct entities with separate equity incentive plans for their employees and nonemployees. Both plans were subsequently adopted and assumed by the Company as a consequence of the Business Combination.

Stock option activity

Each stock option grant carries varying vesting schedules whereby the options become exercisable at the participant’s sole discretion provided they are an employee, director or consultant of the Company on the applicable vesting date. Each option shall terminate not more than ten years from the date of the grant. Employee stock option grants generally vest over four years, with 25% vesting on the first anniversary of the grant date and the remainder vesting in equal monthly installments over the remaining 36 months, subject to the employee’s continued service to the Company through the applicable vesting dates. Nonemployee director stock option grants generally vest after one year based on continued service and on the date of the Company’s next regular annual stockholders meeting.

All options granted by the Company during the years ended December 31, 2025 and 2024 were granted with exercise prices

equal to the estimated fair value of the Company's common stock at the date of grant, as determined by the Company's board of directors.

A summary of the stock option activity under the Hyperfine Plan is presented in the table below:


	Number of Options			Weighted Average Exercise Price		Weighted Average Remaining Contractual Term		Aggregate Intrinsic Value
Outstanding as of December 31, 2024		18,396,536		$	1.34		7.99	$	95
Granted		430,917		$	0.75
Exercised		(986,319	)	$	0.89
Forfeited / Expired		(2,316,933	)	$	1.32
Outstanding as of December 31, 2025		15,524,201		$	1.36	7.17		$	570
Options exercisable as of December 31, 2025		10,792,960		$	1.48		6.80	$	380
Vested or expected to vest as of December 31, 2025		15,524,201		$	1.36		7.17	$	570

The Company received cash proceeds from the exercise of stock options of $156 and $171 during the years ended December 31, 2025 and 2024, respectively.

The total intrinsic value (the amount by which the stock price exceeds the exercise price of the option on the date of exercise) of the stock options exercised during the years ended December 31, 2025 and 2024, was $386 and $114, respectively. The weighted-average grant date fair value of options granted during the year ended December 31, 2025 and 2024 was $0.42 and $0.57, respectively.

During the years ended December 31, 2025 and 2024, the Company recognized $2,212 and $3,614, respectively, of share-based compensation expense for stock options granted to employees and nonemployee directors.

Tax benefits from tax deductions for exercised options and disqualifying dispositions in excess of the deferred tax asset attributable to stock compensation costs for such options are credited to additional paid‑in capital. The benefits are recognized against income taxes. Realized excess tax benefits related to stock options exercises was zero for each of the years ended December 31, 2025 and 2024.

As of December 31, 2025, there was approximately $2,806 of unrecognized compensation cost, related to unvested stock options, which is expected to be recognized over a weighted average period of 1.81 years.

Stock option valuation inputs

The Company utilized the Black-Scholes option pricing model for determining the estimated fair value for service awards. The Black-Scholes model requires the use of subjective assumptions which determine the fair value of stock-based awards. The assumptions used to value option grants to employees and nonemployees for the years ended December 31, 2025 and 2024 were as follows:


	2025	2024
Risk Free interest rate	3.92% ─ 4.60%	3.59% ─ 4.66%
Expected dividend yield	0%	0%
Expected term	4.83 ─ 6.08 years	5.50 ─ 6.76 years
Expected volatility	56% ─ 60%	55% ─ 66%

Risk free interest rate

The risk free interest rate for periods within the expected term of the awards is based on the U.S. Treasury yield curve in effect at the time of the grant.

Expected dividend yield

The Company has never declared or paid any cash dividends and does not expect to pay any cash dividends in the foreseeable future.

Expected term

For employee awards, the Company calculates the expected term using the “simplified” method, which is the simple average of the vesting period and the contractual term. The simplified method is applied as the Company does not have sufficient historical data to provide a reasonable basis for an estimate of the expected term. The Company calculates expected term for employee awards that take into account the effects of employee’s expected exercise and post-vesting employment termination behavior.

Expected volatility

During the years ended December 31, 2025 and 2024, the expected volatility was determined using the historical volatilities of several publicly listed peer companies over a period equivalent to the expected term of the awards, as the Company does not have sufficient historical data to provide a reasonable basis for an estimate of the expected volatility.

Exercise price

The exercise price is taken directly from the grant notice issued to employees and nonemployees.

The stock options granted to the Company’s employees and nonemployees for the periods presented were as follows:


	2025		2024
Stock options granted to employees		111,500		5,408,783
Stock options granted to nonemployee directors		319,417		396,000
Total stock options granted		430,917		5,804,783

Restricted Stock Units

The following table summarizes the changes in the Company’s outstanding restricted stock units (“RSUs”) for the year ended December 31, 2025:


	Shares			Weighted Average Grant Date Fair Value
Outstanding as of December 31, 2024		138,902		$	2.75
Granted		2,847,873		$	0.75
Released		(93,306	)	$	2.95
Forfeited		(105,255	)	$	1.11
Outstanding as of December 31, 2025		2,788,214		$	0.76

During the year ended December 31, 2025, the Company granted 2,847,873 RSUs to employees of the Company. During the year ended December 31, 2024, the Company did not grant any RSUs. The RSUs vest over a four year period, contingent on the ongoing service of the employees.

The Company recognized $589 and $747 of share-based compensation expense, related to RSUs during the years ended December 31, 2025 and 2024, respectively. The aggregate fair market value of RSUs that vested during the year ended December 31, 2025 and 2024 was $99 and $177, respectively.

As of December 31, 2025, the Company had $1,767 of unrecognized stock-based compensation expense related to RSUs. This cost is expected to be recognized over a weighted-average period of 3.26 years.

Earn-Out Shares

In December 2024, the earn-out shares pursuant to the Business Combination Agreement, Section 2.9 (the “Earn-Out Shares”) expired as a result of the vesting conditions not being achieved. During the year ended December 31, 2024, no Earn-Out Shares were granted and the Company did not record expense related to Earn-Out Shares. The Earn-Out Shares were accounted for under ASC 718 as equity-classified awards, and their grant date fair value was recognized as compensation expense over the derived service period in prior periods.

Stock-Based Compensation Expense

The Company’s stock-based compensation expense for the periods presented was as follows:


	2025		2024
Cost of sales	$	123	$	83
Research and development		1,187		1,449
General and administrative		1,251		2,640
Sales and marketing		240		190
Total stock-based compensation expense	$	2,801	$	4,362

- Definition

The entire disclosure for equity.

+ References

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+ Details

Hyperfine, Inc. 10-K