v3.26.1
Common Stock
12 Months Ended
Dec. 31, 2025
Equity [Abstract]  
Common Stock

12. Common Stock

 

In February 2020, the Company entered into the Open Market Sale Agreement (as amended on each of March 4, 2022 and August 9, 2024, the “Sales Agreement”) with Jefferies LLC (“Jefferies”), as sales agent, providing for the sale of up to $75,000,000 of its common stock, at par value $0.00001 per share, from time to time under an at-the-market (“ATM”) offering. Pursuant to the Sales Agreement, Jefferies as the sales agent will receive a commission of 3.0% of the gross sales price for shares of common stock sold under the Sales Agreement. In 2024, under the ATM program, the Company sold approximately 3.9 million shares at a weighted average price of $1.82 per share for net proceeds of approximately $6.9 million after deducting sales commissions and related issuance cost. In the fourth quarter of 2025, the Company sold approximately 4.9 million shares at a weighted average price of $3.44 per share under the ATM program for net proceeds of approximately $16.3 million, after deducting sales commissions and related issuance cost.

In May 2025, the Company completed an underwritten public offering of 76,923,076 shares of common stock at a price of $1.30 per share. The aggregate net proceeds received by the Company from the offering were approximately $93.4 million, after deducting underwriting discounts and commissions of $6.0 million and offering expenses of $0.6 million. Longitude Venture Partners V, L.P. (“LVPV”) acquired approximately 11.5 million shares of common stock through the underwritten public offering. Longitude Capital Partners V, LLC (“LCPV”) is a general partner of LVPV. A member of the Company’s board of directors serves as a managing director of LCPV, and therefore, LCPV is considered a related party of the Company. The Company had no other significant related party transactions with LCPV.

 

In June 2023, the Company entered into an agreement with BVF Partners L.P. (“BVF”) for a private placement (the “Private Placement Agreement”) and received an aggregate net proceeds of approximately $29.7 million in July 2023, after deducting issuance

costs of approximately $0.3 million. In the private placement, the Company issued pre-funded warrants to BVF to purchase up to 14,423,077 shares of common stock, accompanying Tranche 1 warrants to purchase up to 5,769,231 shares of common stock and accompanying Tranche 2 warrants to purchase up to 5,769,231 shares of common stock, at a combined price of $2.08 per share. The initial exercise price of the Tranche 1 and Tranche 2 warrants was $4.16 per share and $6.24 per share, respectively. The public offering in May 2025 triggered an adjustment provision in the Tranche 1 and Tranche 2 warrants, pursuant to which the exercise prices were reduced to $2.73 and $3.77 per share, respectively. As a result of the exercise price reduction adjustment, the Company recorded deemed dividend of $3.0 million as a down round adjustment for the warrants in additional paid-in-capital against retained earnings in 2025. The deemed dividend is treated as a reduction to income available to common stockholders for the basic net income (loss) per share calculation. However, the adjustment to net income (loss) is not required in periods when the warrants are out-of-the-money for the diluted net income (loss) per share calculation. The Tranche 1 warrants expired without being exercised in July 2025 and the Tranche 2 warrants will expire in July 2026. In May 2024, BVF exercised its right to purchase 7.5 million shares of common stock through its pre-funded warrants at an exercise price of $0.00001 per share. In May 2025, BVF exercised its right to purchase the remaining 6.9 million shares of common stock through its pre-funded warrants at an exercise price of $0.00001 per share.

The following table summarizes the Company's activities of outstanding warrants for the year ended December 31, 2024 and 2025:

 

 

 

Pre-funded Warrants

 

 

Tranche 1 Warrants

 

 

Tranche 2 Warrants

 

 

 

Number of
warrants

 

 

Weighted-
Average
Exercise Price
Per Share

 

 

Number of
warrants

 

 

Weighted-
Average
Exercise Price
Per Share

 

 

Number of
warrants

 

 

Weighted-
Average
Exercise Price
Per Share

 

Balance at December 31, 2023

 

 

14,423,077

 

 

$

0.00001

 

 

 

5,769,231

 

 

$

4.16

 

 

 

5,769,231

 

 

$

6.24

 

Exercises

 

 

(7,500,000

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance at December 31, 2024

 

 

6,923,077

 

 

$

0.00001

 

 

 

5,769,231

 

 

$

4.16

 

 

 

5,769,231

 

 

$

6.24

 

Exercised

 

 

(6,923,077

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Expired

 

 

 

 

 

 

 

 

(5,769,231

)

 

 

 

 

 

 

 

 

 

Balance at December 31, 2025

 

 

 

 

$

0.00001

 

 

 

 

 

$

2.73

 

 

 

5,769,231

 

 

$

3.77

 

 

In the May 2024 annual meeting of stockholders, the Company's authorized shares of common stock were approved to increase from 150,000,000 shares to 300,000,000 shares.