Stockholders' Equity (Deficit) |
3 Months Ended |
|---|---|
Mar. 31, 2026 | |
| Stockholders' Equity (Deficit) | |
| Stockholders' Equity (Deficit) | 10. Stockholders’ Equity (Deficit) Sales Agreement On November 8, 2022, the Company entered into a Sales Agreement, as amended, with Cowen and Company, LLC (“TD Cowen”), pursuant to which (and subject to applicable law) the Company may issue and sell from time to time up to $92.5 million of its common stock, including the common stock already sold, through or to TD Cowen as the Company’s sales agent or principal under the Sales Agreement. There were no shares sold under the Sales Agreement during the three months ended March 31, 2026 and 2025. As of March 31, 2026, the Company had approximately $64.9 million of its common stock remaining available for sales under the Sales Agreement. Private Placement On October 21, 2025, the Company sold to certain unaffiliated third-party investors (i) an aggregate of 4,634,995 shares of our common stock (the “PIPE Shares”) and (ii) warrants (the “PIPE Warrants”) to purchase an aggregate of 463,498 shares of common stock, each for an exercise price of $0.01 per share, for an aggregate purchase price of $8.0 million (collectively, the “Private Placement”) and net proceeds were $7.9 million. The PIPE Warrants may be exercised at any time on or before October 21, 2030. There was no exercise activity during the first quarter of 2026, and all PIPE Warrants remained outstanding as of March 31, 2026. The PIPE Warrants are subject to appropriate adjustment in the event of share dividends, stock splits, reorganizations or similar events affecting our common stock. The Company determined that the PIPE Warrants issued to investors are indexed to its own stock and meet the requirements for equity classification. Accordingly, the fair value of the PIPE Warrants was recorded as a component of additional paid-in capital within stockholders’ equity and is not subject to subsequent remeasurement. Public Offering On February 12, 2026, the Company entered into an underwriting agreement (the “Underwriting Agreement”) with TD Securities (USA) LLC, Guggenheim Securities, LLC and Oppenheimer & Co. Inc. as representatives of the several underwriters named therein (collectively, the “Underwriters”), pursuant to which the Company agreed to issue and sell an aggregate of 28,600,000 shares (the “Firm Shares”) of its common stock, par value $0.0001 per share (“Common Stock”) to the Underwriters (the “Public Offering”). Additionally, under the terms of the Underwriting Agreement, the Company granted the Underwriters an option, for 30 days from the date of the Underwriting Agreement, solely for the purpose of covering over-allotments, if any, to purchase up to an additional 4,290,000 shares of Common Stock (the “Optional Shares,” and together with the Firm Shares, the “Offering Shares”). The price to the public in the Public Offering was $1.75 per share. The Underwriters agreed to purchase the Offering Shares from the Company pursuant to the Underwriting Agreement at a price of $1.645 per share. During the quarter ended March 31, 2026, the Company completed the sale and issuance of 32,890,000 Offering Shares, which included all the Underwriters’ Optional Shares. The Company received net proceeds of $53.6 million, after deducting the Underwriters’ discounts and commissions and offering expenses payable by the Company. |