Stockholders' Equity and Warrants |
6 Months Ended |
|---|---|
Jun. 30, 2025 | |
| Equity [Abstract] | |
| Stockholders' Equity and Warrants | 7. Stockholders' Equity and Warrants 2024 Private Placement On December 27, 2024, the Company entered into a purchase agreement with certain institutional investors (collectively, the “2024 Purchasers”), pursuant to which the Company issued and sold to the 2024 Purchasers in a private placement an aggregate of (i) 55,871,260 shares of the Company's common stock and (ii) warrants to purchase up to 69,839,075 shares of the Company's common stock (the “2024 Warrants”) at the closing of the private placement on December 30, 2024. Net proceeds from the private placement were $52.7 million, after deducting placement fees and issuance costs payable by the Company. The 2024 Warrants have an exercise price of $0.838 per share and are immediately exercisable, subject to certain limitations on exercise set forth in the 2024 Warrants. The 2024 Warrants will terminate seven years from issuance on December 30, 2031. The Company determined that the 2024 Warrants are freestanding instruments that do not meet the definition of a liability or derivative. The 2024 Warrants are indexed to the Company’s common stock and meet all other conditions for equity classification. Accordingly, the 2024 Warrants are classified as equity and accounted for as a component of additional paid-in capital at the time issued. 2025 Private Placement On June 25, 2025, the Company entered into a purchase agreement with certain institutional investors (collectively, the “2025 Purchasers”), pursuant to which the Company issued and sold to the 2025 Purchasers in a private placement warrants to purchase up to an aggregate of 700,000,000 shares of the Company's common stock (the “2025 PIPE Warrants”) at the closing on June 27, 2025. Net proceeds from the private placement were $174.4 million, after deducting issuance costs payable by the Company. In addition to the 2025 PIPE Warrants, on June 25, 2025 the Company issued a warrant to purchase up to 320,000,000 shares of the Company’s common stock as partial consideration for the Telitacicept License Agreement to a subsidiary of RemeGen (“RemeGen Warrants”). Refer to Note 10 for additional information on the license arrangement. The 2025 PIPE Warrants and RemeGen Warrants are collectively referred to as the 2025 Warrants.
The 2025 Warrants have an exercise price of $0.0001 per share and are exercisable upon stockholder approval of the issuance of the underlying shares and an amendment to the certificate of incorporation to increase the number of authorized shares, subject to certain limitations on exercise set forth in the 2025 Warrants. The 2025 Warrants do not expire. Upon issuance, the 2025 Warrants were liability-classified as they are not considered indexed to the Company’s common stock. The 2025 Warrants are measured at fair value each period with changes in fair value presented within the condensed consolidated statements of operations and comprehensive loss. The initial carrying value of the 2025 PIPE Warrants and the RemeGen Warrants at issuance was $175.0 million and $177.4 million, respectively. Issuance costs related to the 2025 PIPE Warrants were expensed as incurred. As of June 30, 2025, the 2025 Warrants were outstanding with a fair value of $1,652.3 million, representing an increase of $1,299.9 million that was recognized as a change in fair value of warrant liabilities in the condensed consolidated statements of operations and comprehensive loss. The valuation of the warrants is classified within Level 2 of the fair value hierarchy due to the use of observable market inputs, primarily the quoted price of the Company’s common stock underlying the warrants. The Company also determined that both the 2024 Warrants and 2025 Warrants should be included in the determination of diluted net loss per share if their impact is dilutive. However, they are not included within diluted net loss per share for the period ended June 30, 2025 as the effect would be antidilutive. As of June 30, 2025, none of the 2024 Warrants or 2025 Warrants have been exercised. |