v3.25.1
Common Stock
3 Months Ended
Mar. 31, 2025
Text Block [Abstract]  
Common Stock

8. Common Stock

As of March 31, 2025 and December 31, 2024, the Company had 120,000,000 authorized shares of common stock, par value $0.0001 per share.

Each share of common stock entitles the holder to one vote on all matters submitted to a vote of the Company’s stockholders. Common stockholders are entitled to receive dividends, as may be declared by the Board, if any. As of March 31, 2025 and December 31, 2024, no dividends have been declared.

As of March 31, 2025, the Company had received 3,033 shares of the Company’s common stock from an employee as consideration for exercises of stock options. The total cost of shares held in treasury at March 31, 2025 was $0.4 million.

Sales Agreement

On September 16, 2024, the Company entered into a Sales Agreement (the “ATM Sales Agreement”) with TD Securities (USA) LLC, as sales agent (“TD Cowen”), with respect to an “at the market offering” program pursuant to which the Company may offer and sell shares of its common stock having an aggregate offering price of up to $250.0 million (the “Shares”), from time to time through TD Cowen (the “ATM Offering”). Upon the Company’s entry into the ATM Sales Agreement, the prior sales agreement with Cowen and Company, LLC, an affiliate of TD Cowen, dated November 7, 2023 (the “Original Sales Agreement”) was terminated. At the time of such termination, $241.7 million out of an aggregate of $250.0 million of shares remained unsold under the Original Sales Agreement.

Upon delivery of a placement notice, and subject to the terms and conditions of the ATM Sales Agreement, TD Cowen may sell the Shares by methods deemed to be an “at the market offering” as defined in Rule 415(a)(4)

promulgated under the Securities Act of 1933, as amended. The Company may sell the Shares in amounts and at times to be determined by the Company from time to time subject to the terms and conditions of the ATM Sales Agreement, but the Company has no obligation to sell any of the Shares in the ATM Offering.

The Company or TD Cowen may suspend or terminate the ATM Offering upon notice to the other parties and subject to other conditions. TD Cowen will act as sales agent on a commercially reasonable efforts basis consistent with its normal trading and sales practices, applicable state and federal laws, rules and regulations, and the rules of The Nasdaq Global Market.

The Company has agreed to pay TD Cowen commission for its service in acting as agent in the sale of the Shares in the amount of up to 3.0% of the gross proceeds from the sale of the Shares pursuant to the ATM Sales Agreement.

During the three months ended March 31, 2025, the Company did not sell any shares under the ATM Sales Agreement. During the three months ended March 31, 2024, the Company did not sell any shares under the Original Sales Agreement. As of March 31, 2025, $250.0 million of shares remained available for issuance and sale under the ATM Sales Agreement.