v3.26.1
Stockholders’ Equity
 3 Months Ended
Mar. 31, 2026
Equity [Abstract]  
Stockholders’ Equity Stockholders’ Equity
Common Stock and Pre-funded Warrants
In August 2025, the Company entered into a securities purchase agreement with certain Private Placement Investors pursuant to which the Company issued and sold an aggregate of 682,018 shares of Class A common stock at a purchase price of $15.265 per share, Pre-funded Warrants to purchase 4,561,714 shares of Class A common stock at a purchase price of $15.255 per Pre-funded Warrant, and accompanying Common Warrants to purchase up to 5,243,732 shares of Class A common stock for aggregate gross proceeds of approximately $80.0 million, before deducting offering costs payable by us. The Pre-funded Warrants were immediately exercisable at an exercise price of $0.01 per share. The Common Warrants are
exercisable at $22.71 per share and expire upon the earlier of the fifth anniversary of issuance or 90 days following the announcement of positive top-line data from the Company’s ongoing CATT1 clinical trial.
In February 2024, the Company entered into a securities purchase agreement with certain Private Placement Investors pursuant to which the Company issued and sold an aggregate of 464,377 shares of Class A common stock at a purchase price of $11.81 per share and Pre-funded Warrants to purchase 3,853,997 shares of Class A common stock at a purchase price of $11.80 per Pre-funded Warrant for aggregate gross proceeds of approximately $51.0 million, before deducting offering costs payable by us. The Pre-funded Warrants were immediately exercisable at an exercise price of $0.01 per share and contain customary beneficial ownership limitations.
On March 5, 2024, the Company entered into a letter agreement with the Private Placement Investors pursuant to which the investors exchanged an aggregate of 116,493 shares of Class A common stock for 116,590 Pre-funded Warrants.
Equity-Based Stock Warrants
The following table summarizes the equity-based stock warrant activity for the three months ended March 31, 2026:
SharesWeighted Average Exercise Price
Outstanding at December 31, 202513,714,356 8.69
Granted— $— 
Exercised— — 
Expired or cancelled— — 
Outstanding at March 31, 2026*13,714,356 $8.69 
Exercisable at March 31, 202613,714,356 $8.69 
*Amount includes 8,470,624 Pre-Funded Warrants and 5,243,732 Common Warrants.
The Pre-Funded and Common Warrants were classified as a component of permanent equity in the Company’s Condensed 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. All of the shares underlying the Pre-Funded Warrants have been included in the weighted-average number of shares of common stock used to calculate net loss per share attributable to common stockholders because the shares may be issued for little or no consideration, are fully vested and are exercisable after the original issuance date of the Pre-Funded Warrants.
ATM Offering
On February 28, 2024, we entered into a sales agreement (the “TD Cowen Sales Agreement”) with Cowen and Company, LLC (“TD Cowen”), pursuant to which we may offer and sell, from time to time, through or to TD Cowen, as sales agent or principal, shares of our Class A common stock, having an aggregate offering price of up to $50.0 million (the “TD Cowen ATM Offering”). Pursuant to General Instruction I.B.6 of Form S-3, at no time will we sell securities registered on the registration statement relating to the TD Cowen ATM Offering with an aggregate amount exceeding one-third of our public float in any 12-calendar month period, so long as our public float remains below $75.0 million. Under the terms of the TD Cowen Sales Agreement, we will pay TD Cowen a commission of 3.0% of the aggregate proceeds from the sale of shares and reimburse certain legal fees or other disbursements. On September 17, 2024, the Company sold 179,400 shares of Class A common stock under the TD Cowen ATM Offering for net proceeds of $2.5 million.
During the three months ended March 31, 2026 and 2025, the Company did not sell any shares of Class A common stock under the TD Cowen ATM Offering.