(8) STOCKHOLDERS’ EQUITY

On July 21, 2020, the Company’s amended and restated certificate of incorporation became effective, authorizing 1,000,000,000 shares of common stock, $0.001 par value per share, and 100,000,000 shares of undesignated preferred stock, $0.001 par value per share. As of March 31, 2026 and December 31, 2025, the Company had 134,540,741 and 54,388,022 shares of common stock outstanding, respectively, and no shares of undesignated preferred stock outstanding, respectively.

Common Stock

In February 2026, the Company completed a registered offering (the February 2026 Offering) and issued an aggregate of 76,979,112 shares of common stock at an offering price of $1.57 per share and, in lieu of common stock to certain investors, pre-funded warrants to purchase 18,574,120 shares of common stock at an offering price of $1.569 per pre-funded warrant. Net proceeds were approximately $140.4 million, after deducting underwriting discounts and commissions of $9.0 million and offering-related expenses of $0.6 million.

At-the-Market Equity Offering

In December 2021, the Company entered into a sales agreement (as amended, Sales Agreement) with Cantor Fitzgerald & Co. and Credit Suisse Securities (USA) LLC (Credit Suisse), under which it may offer and sell shares of the Company’s common stock, having aggregate gross proceeds of up to $150.0 million, from time to time through them as the Company’s sales agents in its at-the-market (ATM) equity offering program. In August 2023, the Company entered into an amendment to the Sales Agreement to include UBS Securities LLC as an additional sales agent and to remove Credit Suisse as a sales agent. As of March 31, 2026, the Company had issued approximately 3,183,109 shares of common stock pursuant to the Sales Agreement for net proceeds of $31.4 million. The Company may terminate this ATM program at any time, pursuant to its terms.

Pre-Funded Warrants

In October 2023, the Company completed a registered offering (the October 2023 Offering) pursuant to a shelf registration statement, which provides for aggregate offerings of up to $450.0 million of the Company’s securities. As part of the October 2023 Offering, the Company issued pre-funded warrants (2023 Pre-Funded Warrants) to certain investors to purchase 1,250,000 shares of common stock at an offering price of $6.379 per pre-funded warrant. Each pre-funded warrant entitles the holder to purchase one share of common stock at an exercise price of $0.001 per share. Additional information regarding the 2023 Pre-Funded Warrants is included in our notes to our consolidated financial statements in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025, which was filed with the SEC on March 9, 2026. As of March 31, 2026, zero shares underlying the 2023 Pre-Funded Warrants have been exercised.

As part of the February 2026 Offering, the Company issued pre-funded warrants (2026 Pre-Funded Warrants) to certain investors to purchase 18,574,120 shares of common stock at an offering price of $1.569 per pre-funded warrant. Each pre-funded warrant entitles the holder to purchase one share of common stock at an exercise price of $0.001 per share.

The 2026 Pre-Funded Warrants were classified as equity and accounted for as a component of additional paid-in capital. These pre-funded warrants were classified as equity because they (i) are freestanding financial instruments that are legally detachable and separately exercisable from the equity instruments, (ii) are immediately exercisable, (iii) do not embody an obligation for the Company to repurchase its shares, (iv) permit the holders to receive a fixed number of shares of common stock upon exercise, (v) are indexed to the Company’s common stock and (vi) meet the equity classification criteria. In addition, these pre-funded warrants do not provide any guarantee of value or return. The Company valued the 2026 Pre-Funded Warrants at issuance, concluding that their offering price approximated their fair value, and allocated the aggregate net proceeds from the offering proportionately to the common stock and pre-funded warrants, including approximately $29.1 million allocated to the pre-funded warrants and recorded as a component of additional paid-in capital on the consolidated balance sheets.

The 2026 Pre-Funded Warrants are exercisable at any time after their original issuance. However, these pre-funded warrants include a separate provision whereby the exercisability of the pre-funded warrants may be limited if, upon exercise, the warrant holder (together with its affiliates) would beneficially own more than 4.99% or 9.99%, as applicable, of the Company’s common stock. This threshold is subject to each warrant holder’s rights under its pre-funded warrants to increase or decrease such percentage to any other percentage not in excess of 19.99% upon at least 61 days’ prior notice from such warrant holder to the Company. The pre-funded warrants do not have a stated expiration date and remain outstanding until exercised in full.

As of March 31, 2026, 2,563,507 shares underlying the 2026 Pre-Funded Warrants have been exercised.

Outstanding pre-funded warrants are included in the weighted-average number of shares of common stock used to calculate basic net loss per share attributable to common stockholders (see Note 11 “Net Loss Per Share”).