v3.26.1
Convertible Preferred Stock and Stockholders’ Equity
 3 Months Ended
Mar. 31, 2026
Convertible Preferred Stock and Stockholders’ Equity [Abstract]  
Convertible Preferred Stock and Stockholders’ Equity

7. Convertible Preferred Stock and Stockholders’ Equity

 

Pre-Funded Warrants

 

In August 2024, certain investors in the Company were issued pre-funded warrants which were exercisable for shares of the Company’s common stock at an exercise price of $0.01 per share. During the three months ended March 31, 2026, the Company issued 57,212 shares of common stock on net exercises of 57,228 pre-funded warrants out of the pre-funded warrants previously issued in August 2024. No pre-funded warrants were exercised during the three months ended March 31, 2025. As of March 31, 2026 and December 31, 2025, 5,439,955 and 5,497,183 pre-funded warrants, respectively, remain issued and outstanding from the August 2024 issuance.

 

In September 2024, certain investors in the Company were issued pre-funded warrants which were exercisable for shares of the Company’s common stock at an exercise price of $0.001 per share. During the three months ended March 31, 2026 and 2025, no pre-funded warrants were exercised out of the pre-funded warrants previously issued in September 2024. As of each of March 31, 2026 and December 31, 2025, 380,000 pre-funded warrants remain issued and outstanding from the September 2024 issuance.

In September 2025, certain investors in the Company were issued pre-funded warrants which were exercisable for shares of the Company’s common stock at an exercise price of $0.001 per share. During the three months ended March 31, 2026, no pre-funded warrants were exercised out of the pre-funded warrants previously issued in September 2025. As of each of March 31, 2026 and December 31, 2025, 1,066,666 pre-funded warrants remain issued and outstanding from the September 2025 issuance.

 

On issuance, the pre-funded warrants were recorded as a component of stockholders’ equity within additional paid-in-capital and have no expiration date. Collectively, 6,886,621 and 6,943,849 pre-funded warrants were outstanding as of March 31, 2026 and December 31, 2025, respectively.

 

Employee Warrants

 

During 2024, employee warrants were issued at an exercise price of $7.80 per warrant to the employees and directors of the Company. These warrants vest over a period of four years. The Company recognizes compensation cost related to warrants on a straight-line basis over the requisite service period, which is the period in which the related services are received. As of March 31, 2026 and December 31, 2025, 2,767,511 and 3,029,510 warrants, respectively, were outstanding.

 

Convertible Preferred Stock 

 

As of March 31, 2026, Series B preferred stock consisted of the following (in thousands, except share data):

 

   March 31, 2026 
   Preferred
Stock
Authorized		   Preferred
Stock Issued
and
Outstanding		   Carrying
Value		   Common
Stock Issuable
Upon
Conversion		 
Series B preferred stock   251,504    137,138   $2,931    11,428,149 
                     

 

Pursuant to the Certificate of Designation of Preferences, Rights and Limitations of the Series B Non-Voting Convertible Preferred Stock (the “Series B Certificate of Designation”), holders of Series B preferred stock are entitled to receive dividends on shares of Series B preferred stock equal to, on an as-if-converted-to common stock basis, and in the same form as, dividends actually paid on shares of common stock. Except as provided in the Series B Certificate of Designation or as otherwise required by law, Series B preferred stock does not have voting rights. Series B preferred stock shall rank on parity with the Company’s common stock as to the distribution of assets upon any liquidation, dissolution, or winding-up of the Company. Each share of Series B preferred stock is convertible at the option of the holder, at any time, and without the payment of additional consideration by the holder. As of March 31, 2026, each outstanding share of Series B preferred stock was convertible into common stock at a ratio of approximately 83.3332:1.

 

Paruka Warrant

 

On December 31, 2024, the Company settled its 2024 obligations under the Paruka Warrant Obligation (defined below) by issuing Paruka Holding LLC (“Paruka”) a warrant to purchase 596,930 shares of the Company’s common stock at an exercise price of $19.39 per share. On December 12, 2025, the Company settled its 2025 obligations under the Paruka Warrant Obligation (defined below) by issuing Paruka a warrant to purchase 375,000 shares of the Company’s common stock at an exercise price of $30.18 per share. The warrants have a term of 10 years, are fully vested, and are exercisable in part or full at any time during the term of the warrant. As of March 31, 2026 and December 31, 2025, the warrants issued under the Paruka Warrant Obligation are outstanding and unexercised. See Note 8 for additional information on the Paruka Warrant Obligation.

Common Stock

 

As of March 31, 2026, the Certificate of Incorporation provided for 545,000,000 authorized shares of common stock. As of March 31, 2026, 50,167,623 shares of common stock were issued and outstanding, including 2,159,609 shares of restricted common stock awards (“RSAs”) issued and outstanding.

 

As of March 31, 2026 and December 31, 2025, the Company had common stock reserved for future issuance as follows:

 

   March 31,
2026		   December 31,
2025		 
Shares issuable on conversion of Series B preferred stock   11,428,149    11,428,149 
Shares issuable upon exercise of pre-funded warrants   6,886,621    6,943,849 
Shares issuable upon exercise of warrants under the Paruka Warrant Obligation   971,930    971,930 
Outstanding and issued stock options   5,297,351    3,950,958 
Outstanding and issued employee warrants   2,767,511    3,029,510 
Outstanding and issued restricted stock units   396,145    
—
 
Shares available for grant under 2024 Stock Incentive Plan   6,129,190    4,600,217 
Shares available for grant under 2024 Employee Stock Purchase Plan   975,922    975,922 
Total shares of common stock reserved   34,852,819    31,900,535