v3.26.1
Common Stock
 6 Months Ended
Jun. 30, 2026
Equity [Abstract]  
Common Stock

8. Common Stock

As of June 30, 2026, the Company was authorized to issue 200,000,000 shares of common stock, $0.001 par value per share. Holders of common stock are entitled to one vote per share. In addition, holders of common stock are entitled to receive dividends, if and when declared by the Company’s Board of Directors. As of June 30, 2026, no dividends had been declared.

As of June 30, 2026 and December 31, 2025, the Company had reserved for future issuance the following number of shares of common stock:

 

 

 

June 30,
2026

 

 

December 31,
2025

 

Exercises of outstanding stock options

 

 

1,874,041

 

 

 

1,647,077

 

Exercise of outstanding warrant

 

 

8,049

 

 

 

8,049

 

Exercise of pre-funded warrants

 

 

3,148,836

 

 

 

—

 

Vesting of restricted stock unit awards

 

 

270,611

 

 

 

506,981

 

Vesting of performance stock unit awards

 

 

70,000

 

 

 

—

 

Future issuances under 2023 Stock Incentive Plan

 

 

292,694

 

 

 

142,985

 

Future issuances under 2023 ESPP Plan

 

 

345,671

 

 

 

262,440

 

Future issuances under 2026 Inducement Plan

 

 

76,000

 

 

 

—

 

Total reserved for future issuance

 

 

6,085,902

 

 

 

2,567,532

 

 

 

March 2026 Private Placement

On March 9, 2026, the Company entered into a subscription agreement with certain new and existing accredited investors to sell and issue in a private placement ("PIPE"): (i) an aggregate of 4,501,928 shares of its common stock at a purchase price of $11.11 per share and (ii) pre-funded warrants to acquire an aggregate 3,148,836 shares of its common stock at a purchase price of $11.109 per pre-funded warrant. The closing of the PIPE occurred on March 10, 2026 raising aggregate gross cash proceeds of approximately $85.0 million, before deducting placement agent fees and offering expenses of approximately $4.7 million. The pre-funded warrants have an exercise price of $0.001 per share. No pre-funded warrants have been exercised as of June 30, 2026.

The Company has assessed the pre-funded warrants for appropriate equity or liability classification pursuant to the Company’s accounting policy described in Note 2, Basis of Presentation and Summary of Significant Accounting Policies. During this assessment, the Company determined the pre-funded warrants are a freestanding instrument that does not meet the definition of a liability pursuant to ASC 480 and does not meet the definition of a derivative pursuant to ASC 815. The pre-funded warrants are indexed to the Company’s common stock and meet all other conditions for equity classification under ASC 815. Based on the results of this assessment, the Company concluded that the pre-funded warrants are a freestanding equity-linked financial instrument that meets the criteria for equity classification under ASC 815. Accordingly, the pre-funded warrants are classified as equity and accounted for as a component of additional paid-in capital at the time of issuance. The Company also determined that the pre-funded warrants should be included in the determination of basic and diluted earnings per share in accordance with ASC 260, Earnings per Share.

At-The-Market Equity Program

In December 2024, the Company filed a Shelf Registration Statement on Form S-3 (the "Shelf Registration Statement") with the Securities and Exchange Commission ("SEC"), which covered the offering, issuance and sale by the Company of up to an aggregate of $400.0 million of the Company's common stock, preferred stock, debt securities, units and/or warrants. The Shelf Registration Statement included a prospectus covering the offering, issuance and sale of up to $100.0 million of the Company's common stock from time to time through an "at-the-market" (“ATM”) offering under the Securities Act of 1933, as amended.

Also in December 2024, the Company entered into an Open Market Sale Agreement (the “Sales Agreement”) with TD Cowen Securities (USA) LLC ("TD Cowen"), acting as the Company's Agent and/or principal (the "Sales Agent") with respect to an ATM offering program under which the Company may from time to time, at its sole discretion, issue and sell shares of its common stock having an aggregate offering price of up to $100.0 million through the Sales Agent. TD Cowen is entitled to compensation for its services equal to up to 3.0% of the aggregate gross proceed of any shares of common stock sold through TD Cowen under the Sales Agreement. Pursuant to the Sales Agreement, any shares will be sold pursuant to the Shelf Registration Statement filed with the SEC on December 2, 2024, including the ATM prospectus contained therein, as declared effective by the SEC on December 9, 2024. In January 2026, the Company issued 501,861 shares of common stock under the Sales Agreement for gross proceeds of $5.1 million, before deducting offering expenses of approximately $0.1 million.