v3.25.2
Common Stock
 6 Months Ended
Jun. 30, 2025
Equity [Abstract]  
Common Stock

8. Common Stock

As of June 30, 2025, the Company was authorized to issue 200,000,000 shares of common stock, $0.001 par value per share. Holders of common stock are entitled to one vote per share. In addition, holders of common stock are entitled to receive dividends, if and when declared by the Company’s Board of Directors. As of June 30, 2025, no dividends had been declared.

As of June 30, 2025 and December 31, 2024, the Company had reserved for future issuance the following number of shares of common stock:

 

 

 

June 30,
2025

 

 

December 31,
2024

 

Exercises of outstanding stock options

 

 

1,782,231

 

 

 

1,248,288

 

Exercise of outstanding warrant

 

 

8,049

 

 

 

8,049

 

Future issuances under 2023 Stock Incentive Plan

 

 

541,265

 

 

 

619,923

 

Future issuances under 2023 ESPP Plan

 

 

262,440

 

 

 

168,667

 

Total reserved for future issuance

 

 

2,593,985

 

 

 

2,044,927

 

 

PIPE Offering

On April 17, 2024, the Company entered into a subscription agreement with certain new and existing accredited investors to issue and sell an aggregate of 1,249,283 shares of its common stock in a private placement ("PIPE") that resulted in gross proceeds of approximately $70.0 million, before deducting placement agent fees and offering expenses of approximately $2.6 million. The PIPE closed on April 22, 2024.

 

At-The-Market Equity Program

In December 2024, the Company filed a Shelf Registration Statement on Form S-3 (the "Shelf Registration Statement") with the Securities and Exchange Commission ("SEC"), which covered the offering, issuance and sale by the Company of up to an aggregate of $400.0 million of the Company's common stock, preferred stock, debt securities, units and/or warrants. The Shelf Registration Statement included a prospectus covering the offering, issuance and sale of up to $100.0 million of the Company's common stock from time to time through an "at-the-market" (“ATM”) offering under the Securities Act of 1933, as amended.

Subsequently in December 2024, the Company entered into an Open Market Sale Agreement (the “Sales Agreement”) with TD Cowen Securities (USA) LLC ("TD Cowen"), acting as the Company's Agent and/or principal (the "Sales Agent") with respect to an "at the market offering" program under which the Company may from time to time, at its sole discretion, issue and sell shares of its common stock having an aggregate offering price of up to $100.0 million through the Sales Agent. TD Cowen is entitled to compensation for its services equal to up to 3.0 % of the aggregate gross proceed of any shares of common stock sold through TD Cowen under the Sales Agreement. Pursuant to the Sales Agreement, any shares will be sold pursuant to the Shelf Registration Statement filed with the SEC on December 2, 2024, including the ATM prospectus contained therein, as declared effective by the SEC on December 9, 2024. As of June 30, 2025, there have been no sales of common stock pursuant to the Sales Agreement.