v3.26.1
STOCKHOLDERS’ (DEFICIT) EQUITY
6 Months Ended
Jun. 30, 2026
Equity [Abstract]  
STOCKHOLDERS’ (DEFICIT) EQUITY STOCKHOLDERS’ (DEFICIT) EQUITY
Baird ATM Program
On March 31, 2025, the Company entered into an at-the-market sales agreement (“ATM”) with Robert W. Baird & Co. Incorporated (“Baird”), pursuant to which the Company sold 616,264 shares for total proceeds, net of commission fees, of $0.7 million. The continuous offering under the ATM prospectus supplement dated March 31, 2025 related to the ATM offering was terminated on July 11, 2025.
Yorkville Standby Equity Purchase Agreement
On July 9, 2025, the Company entered into a Standby Equity Purchase Agreement (“SEPA”) with YA II PN, Ltd. (the “Investor”), pursuant to which and subject to the satisfaction of certain conditions, the Investor committed to purchase shares of the Company’s common stock in increments up to an aggregate gross sales price of up to $25 million during the 36 months following the date of the SEPA. The Company had the right, but not the obligation, to direct the Investor to purchase a specified number of shares of common stock by delivering written notice to the Investor (an “Advance Notice”). The Company paid a commitment fee in an amount equal to $250 thousand by issuing 157,768 shares of common stock.
The shares of common stock purchased pursuant to an Advance Notice were purchased at a price equal to 97% of the lowest daily VWAP of the shares during the three consecutive trading days commencing on the date of the delivery of the Advance Notice. The Company may establish a minimum acceptable price in each Advance Notice below which it will not be obligated to make any sales to the Investor. The Company fully utilized the SEPA program as of December 31, 2025.
Yorkville ATM Program
On November 13, 2025, in connection with an at-the-market offering program, the Company entered into a sales agreement with Yorkville Securities, LLC (now known as Yorkville Ives & Co., LLC), BMO Capital Markets Corp., Canaccord Genuity LLC, Needham & Company, LLC and Stifel, Nicolaus & Company, Incorporated. During the six months ended June 30, 2026, the Company sold 3,736,090 shares of the Company’s common stock for total proceeds, net of issuance fees, of $4.9 million.
On July 16, 2026, the Company entered into an amendment to the sales agreement which (i) terminated the original sales agreement with respect to BMO Capital Markets Corp., Canaccord Genuity LLC, Needham & Company, LLC and Stifel, Nicolaus & Company, Incorporated; (ii) added Roth Capital Partners, LLC as an additional sales agent, and
(iii) granted Roth Capital Partners, LLC the responsibilities of acting as a “qualified independent underwriter” within the meaning of Rule 5121 of the Financial Industry Regulatory Authority in connection with this offering, replacing Canaccord as “qualified independent underwriter.”
Registered Direct Offering
In January 2026, the Company issued an aggregate of 3,471,428 shares of common stock and pre-funded warrants to purchase an aggregate of 5,100,000 shares of common stock in a registered direct offering pursuant to a shelf registration statement on Form S-3 registered under the Securities Act (the “RDO”). The RDO closed on January 30, 2026. Total proceeds, net of issuance costs, were $13.6 million.