Preferred Stock	3 Months Ended
Mar. 31, 2025
Equity [Abstract]
Preferred Stock	7. Preferred Stock Issuance of Series A Non-Voting Convertible Preferred Stock On June 27, 2024, the Company entered into a $40.0 million Securities Purchase Agreement (SPA) with Sanofi. On the closing date of July 1, 2024, pursuant to the terms of the SPA, the Company issued an aggregate of 537,634 shares of Series A non-voting convertible preferred stock at an as-converted price of $7.44 per share (the “Private Placement”). Each preferred share is convertible into ten shares of the Company’s common stock. The SPA restricts Sanofi’s ability to sell the Series A non-voting convertible preferred stock for ten months following the closing date, subject to customary exceptions for permitted transfers. In connection with the SPA , the Company also granted Genzyme Corporation, a wholly-owned subsidiary of Sanofi, an exclusive right of first negotiation (ROFN) for an exclusive license, grant or transfer of rights to research, develop, manufacture and commercialize the Company’s small molecule TREM2 agonist program, including its clinical candidate, VG-3927. The Company assessed the accounting for the SPA and concluded there were two units of accounting (i) Series A Convertible Preferred Stock and (ii) the ROFN. The Series A convertible preferred stock qualified as permanent equity and was recorded at its fair value of $20.0 million . There were no imbedded features that required bifurcation. The remaining $20.0 million in proceeds was recognized as the contract liability for the ROFN (see Note 11). The Company also incurred $0.4 million of issuance costs which were allocated to Series A non-voting convertible preferred stock and contract liability proportionately and recognized $0.2 million as deferred offering costs in other assets in the condensed consolidated balance sheet and $0.2 million in general and administrative expenses in the condensed consolidated statement of operations in June 2024, respectively. Upon issuance of Series A non-voting convertible preferred stock on July 1, 2024, the deferred offering costs were recorded as a reduction of proceeds of the Private Placement in additional paid in capital in the condensed consolidated balance sheet. The holders of Series A non-voting convertible preferred stock have the followings rights and privileges: Voting Holders of Series A non-voting convertible preferred stock do not have voting rights. Dividends Holders of Series A non-voting convertible preferred stock are entitled to receive dividends on shares of Series A non-voting convertible preferred stock equal (on an as-if-converted to common stock basis) to and in the same form as dividends actually paid on shares of the Company’s common stock. The Company has not, and has no plans to, declare dividends on any class of preferred or common stock. Conversion At the option of the holder, each share of Series A non-voting convertible preferred stock is convertible into a number of shares of Common Stock equal to the product of the number of shares of Series A non-voting convertible preferred stock held by such holder multiplied by the conversion ratio. Initially, each share of Series A non-voting convertible preferred stock converts into ten shares of Common Stock, subject to adjustments for stock dividends, stock splits, combinations, or other similar recapitalizations. Liquidation In the event of any voluntary or involuntary liquidation, dissolution or winding up of the Company, including a change of control transaction, or deemed liquidation event (any such event, a “Liquidation”), the assets of the Company available for distribution to its stockholders shall be distributed among the holders of the shares of Series A non-voting convertible preferred stock and common stock pro rata based on the number of shares held by each such holder, treating for this purpose all shares of Series A non-voting convertible preferred stock as if they had been converted to common stock pursuant to the terms of this Certificate of Designation immediately prior to such liquidation, without regard to any limitations on conversion set forth herein or otherwise and without regard as to whether sufficient shares of common stock are available out of the Company’s authorized but unissued stock for the purpose of effecting the conversion of the Series A non-voting convertible preferred stock.

Preferred Stock

3 Months Ended

Mar. 31, 2025

7. Preferred Stock

Issuance of Series A Non-Voting Convertible Preferred Stock

On June 27, 2024, the Company entered into a $40.0 million Securities Purchase Agreement (SPA) with Sanofi. On the closing date of July 1, 2024, pursuant to the terms of the SPA, the Company issued an aggregate of 537,634 shares of Series A non-voting convertible preferred stock at an as-converted price of $7.44 per share (the “Private Placement”). Each preferred share is convertible into ten shares of the Company’s common stock. The SPA restricts Sanofi’s ability to sell the Series A non-voting convertible preferred stock for ten months following the closing date, subject to customary exceptions for permitted transfers. In connection with the SPA , the Company also granted Genzyme Corporation, a wholly-owned subsidiary of Sanofi, an exclusive right of first negotiation (ROFN) for an exclusive license, grant or transfer of rights to research, develop, manufacture and commercialize the Company’s small molecule TREM2 agonist program, including its clinical candidate, VG-3927.

The Company assessed the accounting for the SPA and concluded there were two units of accounting (i) Series A Convertible Preferred Stock and (ii) the ROFN. The Series A convertible preferred stock qualified as permanent equity and was recorded at its fair value of $20.0 million . There were no imbedded features that required bifurcation. The remaining $20.0 million in proceeds was recognized as the contract liability for the ROFN (see Note 11).

The Company also incurred $0.4 million of issuance costs which were allocated to Series A non-voting convertible preferred stock and contract liability proportionately and recognized $0.2 million as deferred offering costs in other assets in the condensed consolidated balance sheet and $0.2 million in general and administrative expenses in the condensed consolidated statement of operations in June 2024, respectively. Upon issuance of Series A non-voting convertible preferred stock on July 1, 2024, the deferred offering costs were recorded as a reduction of proceeds of the Private Placement in additional paid in capital in the condensed consolidated balance sheet.

The holders of Series A non-voting convertible preferred stock have the followings rights and privileges:

Voting

Holders of Series A non-voting convertible preferred stock do not have voting rights.

Dividends

Holders of Series A non-voting convertible preferred stock are entitled to receive dividends on shares of Series A non-voting convertible preferred stock equal (on an as-if-converted to common stock basis) to and in the same form as dividends actually paid on shares of the Company’s common stock. The Company has not, and has no plans to, declare dividends on any class of preferred or common stock.

Conversion

At the option of the holder, each share of Series A non-voting convertible preferred stock is convertible into a number of shares of Common Stock equal to the product of the number of shares of Series A non-voting convertible preferred stock held by such holder multiplied by the conversion ratio.

Initially, each share of Series A non-voting convertible preferred stock converts into ten shares of Common Stock, subject to adjustments for stock dividends, stock splits, combinations, or other similar recapitalizations.

Liquidation

In the event of any voluntary or involuntary liquidation, dissolution or winding up of the Company, including a change of control transaction, or deemed liquidation event (any such event, a “Liquidation”), the assets of the Company available for distribution to its stockholders shall be distributed among the holders of the shares of Series A non-voting convertible preferred stock and common stock pro rata based on the number of shares held by each such holder, treating for this purpose all shares of Series A non-voting convertible preferred stock as if they had been converted to common stock pursuant to the terms of this Certificate of Designation immediately prior to such liquidation, without regard to any limitations on conversion set forth herein or otherwise and without regard as to whether sufficient shares of common stock are available out of the Company’s authorized but unissued stock for the purpose of effecting the conversion of the Series A non-voting convertible preferred stock.