v3.26.1
Convertible Preferred Stock and Stockholders' Equity
 6 Months Ended
Jun. 30, 2026
Equity [Abstract]  
Convertible Preferred Stock and Stockholders' Equity

7. Convertible Preferred Stock and Stockholders' Equity

Pre-Funded Warrants

In conjunction with the Company’s financings through June 30, 2026, a total of 9,168,339 pre-funded warrants have been issued, at an exercise price of $0.0001 per share. The pre-funded warrants are recorded as a component of stockholders’ equity within additional paid-in-capital and have no expiration date. As of June 30, 2026, 1,453,150 pre-funded warrants have been exercised and 7,715,189 pre-funded warrants remain outstanding.

Convertible Preferred Stock

In June 2024, Pre-Merger Jade issued 20,000,000 shares of Series Seed Convertible Preferred Stock to a related party, Fairmount Healthcare Fund II L.P., an affiliate fund of Fairmount, at a purchase price of $0.0001 per share for gross proceeds of less than $0.1 million.

Upon the issuance of the Series Seed Convertible Preferred Stock, the Company assessed the embedded conversion and liquidation features of the securities as described below and determined that such features did not require the Company to separately account for these features as embedded derivatives.

In April 2025, upon the Closing, the Pre-Merger Jade Series Seed Convertible Preferred Stock was converted to 12,622 shares of Series A Preferred Stock.

As of both June 30, 2026 and December 31, 2025, Series A Preferred Stock consisted of the following (in thousands, except share amounts):

 

 

 

Preferred Stock Authorized

 

 

Preferred Stock Issued and Outstanding

 

 

Carrying Value

 

 

Common Stock Issuable Upon Conversion

 

Series A Preferred Stock

 

 

12,622

 

 

 

12,622

 

 

$

2

 

 

 

12,622,000

 

 

 

 

12,622

 

 

 

12,622

 

 

$

2

 

 

 

12,622,000

 

 

Pursuant to the Certificate of Designation of Preferences, Rights and Limitations of the Series A Preferred Stock (the “Series A Certificate of Designation”) filed in connection with the Redomestication, holders of Series A Preferred Stock are entitled to receive dividends on shares of Series A Preferred Stock equal to, on an as-if-converted-to-Company common stock basis, and in the same form as, dividends actually paid on shares of Company common stock. Except as provided in the Series A Certificate of Designation or as otherwise required by law, the Series A Preferred Stock does not have voting rights. The Series A 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 A 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 June 30, 2026, each outstanding share of Series A Preferred Stock was convertible into common stock at a ratio of approximately 1:1,000.

Common Stock

As of June 30, 2026, the Company has the authority to issue a total of 300,000,000 shares of common stock at a par value of $0.0001 per share. As of June 30, 2026, 63,556,065 shares of common stock, including 274,811 restricted stock awards (“RSAs”), were issued and outstanding. Each share of common stock entitles the holder to one vote, on all matters submitted to the stockholders for a vote. The holders of common stock are entitled to receive dividends, if any, as declared by the Company’s board of directors (the “Board of Directors”), subject to the preferential dividend rights of the holders of Series A Preferred Stock.

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

 

 

 

June 30, 2026

 

 

December 31, 2025

 

Shares issuable upon conversion of Series A preferred stock

 

 

12,622,000

 

 

 

12,622,000

 

Shares issuable upon exercise of pre-funded warrants

 

 

7,715,189

 

 

 

8,777,486

 

Shares issuable upon exercise of warrants under the Parade Warrant Obligation

 

 

804,519

 

 

 

804,519

 

Outstanding and issued stock options

 

 

13,162,759

 

 

 

9,736,078

 

Outstanding and issued restricted stock units

 

 

489,854

 

 

 

—

 

Total

 

 

34,794,321

 

 

 

31,940,083

 

 

Open Market Sale Agreement

On May 7, 2026, the Company entered into an Open Market Sale AgreementSM (the “Sales Agreement”), with Jefferies LLC (the “Sales Agent”), under which the Company may, from time to time, sell shares of its common stock having an aggregate offering price of up to $200.0 million in “at the market” offerings through the Sales Agent. Sales of the shares of common stock are made at prevailing market prices at the time of sale or as otherwise agreed with the Sales Agent. The Sales Agent is entitled to receive a commission from the Company of up to 3.0% of the gross proceeds of any shares of common stock sold under the Sales Agreement. Sales of the Company’s common stock made pursuant to the Sales Agreement are made under its shelf registration statement on Form S-3 which was filed with the SEC on May 7, 2026 and was declared effective by the SEC. The Company is not obligated to sell, and the Sales Agent is not obligated to buy or sell, any shares of the Company’s common stock under the Sales Agreement. As of June 30, 2026, the Company issued and sold 1,319,738 shares of common stock pursuant to the Sales Agreement for total net proceeds of $29.3 million after deducting sales agents’ commissions.