12. Stockholders’ Equity (Deficit)

As of March 31, 2026 and December 31, 2025, the Company’s certificate of incorporation authorized the Company to issue 300,000,000 shares of common stock, par value $0.0001 per share, and 10,000,000 shares of preferred stock, par value $0.0001 per share. There were no shares of preferred stock issued or outstanding as of March 31, 2026 and December 31, 2025. The voting, dividend and liquidation rights of the holders of the Company’s common stock are subject to and qualified by the rights, powers and preferences of the holders of preferred stock.

The holders of the Company’s common stock are entitled to one vote for each share of common stock held on all matters submitted to a vote of the stockholders, and the holders of our common stock do not have any cumulative voting rights. The number of authorized shares of common stock may from time to time be increased or decreased (but not below the number of shares of such class outstanding) by the affirmative vote of the holders of a majority in voting power of the outstanding shares of capital stock of the Company.

2025 Private Placement

On December 17, 2025, the Company entered into a Securities Purchase Agreement (the “2025 Securities Purchase Agreement”) with certain institutional investors (the “PIPE Investors”) named therein. Pursuant to the 2025 Securities Purchase Agreement, the Company issued and sold to the PIPE Investors in a private placement (the “2025 Private Placement”) an aggregate of (i) 4,200,000 shares of the Company’s common stock at a purchase price of $10.00 per share, for aggregate gross proceeds of $42.0 million, and (ii) pre-funded warrants (“Pre-Funded Warrants”) to purchase up to an aggregate of 800,000 shares of the Company’s common stock at a purchase price of $9.9999 per Pre-Funded Warrant, which represents the per share purchase price of the Company’s common stock less the $0.0001 per share exercise price for each Pre-Funded Warrant, for total aggregate proceeds of $8.0 million. The Pre-Funded Warrants are exercisable at any time after the date of issuance and will be exercisable until the Pre-Funded Warrant is exercised in full. The 2025 Private Placement closed on December 22, 2025, for aggregate gross proceeds of $50.0 million, before deducting placement agent fees and offering expenses of $3.4 million, for net proceeds of $46.6 million.

Under the terms of the Pre-Funded Warrants, the Company may not effect the exercise of any portion of such Pre-Funded Warrant, and a holder will not be entitled to exercise any portion of such Pre-Funded Warrant, if, upon giving effect to such exercise,

the holder, together with its affiliates, would beneficially own more than 4.99% or 9.99%, at the option of the holder, of the number of shares of common stock outstanding immediately after giving effect to such exercise. The holders of Pre-Funded Warrants may increase or decrease such percentage by providing at least 61 days’ prior notice to the Company, provided that such percentage may in no event exceed 19.99%. The Pre-Funded Warrants are indexed to the Company's common stock and none of the provisions of the warrant would require a cash settlement. Therefore, the Pre-Funded Warrants were classified as a component of equity in the Company's consolidated balance sheet as they are freestanding financial instruments that are immediately exercisable, do not embody an obligation for the Company to repurchase its own shares and permit the holders to receive a fixed number of shares of common stock upon exercise. As of March 31, 2026, no Pre-Funded Warrants were exercised. All of the Pre-Funded Warrants were subsequently exercised on April 13, 2026.

At-the-Market Offering

On April 3, 2026, the Company filed a shelf registration statement on Form S-3 with the SEC, which was declared effective on April 13, 2026 (the "Shelf Registration Statement"). Under the Shelf Registration Statement, the Company may offer and sell up to $350.0 million of a variety of securities including common stock, preferred stock, debt securities, subscription rights, warrants or units during the three-year period that commenced upon the Shelf Registration becoming effective. In connection with the filing of the Shelf Registration Statement, the Company entered into a Common Stock Sales Agreement (the “Sales Agreement”) with TD Securities (USA) LLC (“TD Cowen”), pursuant to which the Company may issue and sell, from time to time, up to an aggregate of $100.0 million of its common stock in an at-the-market equity offering through TD Cowen, as sales agent (the “At-the-Market Offering”). TD Cowen is entitled to receive compensation equal to up to 3.0% of the gross sales price of the shares of common stock sold pursuant to the Sales Agreement.

As of March 31, 2026, the Company had not sold any shares of its common stock pursuant to the At-the-Market Offering. As of March 31, 2026, the Company had capitalized $0.4 million of deferred transaction costs related to the At-the-Market Offering, which are included in current assets on the consolidated balance sheets. The capitalized deferred transaction costs will be reclassified to additional paid-in capital as a reduction of the gross proceeds received upon the sale of common stock under the At-the-Market Offering on a pro-rata basis. Compensation paid to TD Cowen will similarly be recorded as a reduction of additional paid-in capital in the period the related shares are issued and sold. Any deferred costs remaining at the termination or expiration of the Sales Agreement will be charged to expense at that time. Costs incurred to maintain the At-the-Market Offering will be expensed as incurred.