Equity |
3 Months Ended |
|---|---|
Mar. 31, 2026 | |
| Equity [Abstract] | |
| Equity | 9. Equity Securities Purchase Agreement On March 27, 2026, the Company entered into a securities purchase agreement (the “2026 PIPE Purchase Agreement”) with certain institutional accredited investors (the “2026 PIPE Investors”), pursuant to which the Company agreed to issue and sell to the 2026 PIPE Investors in a private placement (i) 26,713,638 shares (the “2026 PIPE Shares”) of Common Stock at a purchase price of $4.15 per 2026 PIPE Share, and (ii) pre-funded warrants to purchase 9,430,957 shares of Common Stock (the “2026 PIPE Warrant Shares”), at a purchase price of $4.1499 per underlying 2026 PIPE Warrant Share (the “2026 Private Placement”). Also, pursuant to the 2026 PIPE Purchase Agreement, the Company’s executive officers and directors entered into letter agreements pursuant to which they agreed not to sell or transfer any Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock, until the later of 180 days after the closing date of the 2026 Private Placement and the effective date of registering the 2026 PIPE shares on a Registration Statement, subject to certain customary exceptions. The 2026 Private Placement closed on March 31, 2026. The aggregate gross proceeds from the 2026 Private Placement were approximately $150.0 million, before deducting placement agent fees and offering expenses of approximately $9.5 million. Of the $150.0 million, $4.0 million recorded in Other current assets in the accompanying condensed consolidated Balance Sheet was in-transit at March 31, 2026 and was received on April 1, 2026. The 2026 PIPE Pre-Funded Warrants will be exercisable immediately at an exercise price of $0.0001 per 2026 PIPE Warrant Share and will not expire until exercised in full. The holders of 2026 PIPE Pre-Funded Warrants may not exercise a 2026 PIPE Pre-Funded Warrant if the holder, together with its attribution parties, would beneficially own more than a specified percentage of the number of shares of Common Stock outstanding immediately after giving effect to such exercise. The holders of 2026 PIPE Pre-Funded Warrants may increase or decrease such percentages not in excess of 19.99% by providing at least 61 days’ prior notice to the Company. The 2026 PIPE Pre-Funded Warrants are classified as equity in the condensed consolidated financial statements. Sale of Class A Common Stock Under ATM Agreement On November 6, 2025, the Company entered into the ATM Sales Agreement with Leerink Partners to sell the ATM Placement Shares, from time to time, through an “at the market offering” program under which Leerink Partners is serving as sales agent. On November 6, 2025, the Company filed the Registration Statement with the SEC, which became effective on November 25, 2025. The Registration Statement registered an aggregate of up to $200 million of securities that may be issued and sold by the Company from time to time, including initially up to an aggregate offering price of $16.0 million of Common Stock (which is included in the $200 million aggregate offering price set forth in the base prospectus) that may be issued and sold pursuant to the ATM Sales Agreement. As of March 31, 2026, no shares of Common Stock had been sold under the ATM Sales Agreement and the Company will not be issuing or selling any Common Stock for the 180 day-period after March 31, 2026, due to the lock-up restrictions contained in the 2026 PIPE Purchase Agreement, subject to certain exceptions. |