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

9. Common Stock

As of June 30, 2026 and December 31, 2025, common stock shares reserved for future issuance were as follows:

 

 

 

June 30,

 

 

December 31,

 

 

 

2026

 

 

2025

 

Outstanding stock option awards

 

 

10,590,212

 

 

 

9,330,722

 

Unvested restricted stock units awards

 

 

1,686,922

 

 

 

1,282,404

 

Shares available for future grants under the 2024 Equity Incentive Plan and 2024 Inducement Equity Incentive Plan

 

 

4,545,909

 

 

 

2,944,739

 

Shares available for future grants under the 2024 Employee Stock Purchase Plan

 

 

1,266,000

 

 

 

844,000

 

Total shares reserved for future issuance

 

 

18,089,043

 

 

 

14,401,865

 

Shelf Registration Statement and the ATM Facility

On March 27, 2025, the Company filed a shelf registration statement on Form S-3 (the “Prior Registration Statement”), covering the offer and sale from time to time of up to $250.0 million in aggregate offering price of shares of its common stock, shares of its preferred stock, debt securities, warrants, rights, units and/or depositary shares. The Prior Registration Statement was declared effective by the SEC on April 15, 2025. The Prior Registration Statement included a sales agreement prospectus (the “Prior ATM Prospectus”), covering the offer and sale from time to time through or to Jefferies, LLC (“Jefferies”), as sales agent, of up to $50.0 million in aggregate offering price of shares of the Company’s common stock under an Open Market Sale AgreementSM entered into with Jefferies on March 27, 2025 (the "ATM Agreement"). In November 2025, the Company sold 2,477,100 shares of its common stock under the Prior ATM Prospectus for net proceeds of $16.4 million after deducting the sales agent’s fees.

On March 26, 2026, the Company filed a new shelf registration statement on Form S-3 (the “2026 Registration Statement”), covering the offer and sale from time to time of up to $300.0 million in aggregate offering price of shares of its common stock, shares of its preferred stock, debt securities, warrants, rights, units and/or depositary shares. The 2026 Registration Statement was declared effective by the SEC on April 2, 2026, and the Prior Registration Statement, including the Prior ATM Prospectus, ceased to be available for further utilization at that time. The terms of any offering under the 2026 Registration Statement will be established at the time of such offering and will be described in a prospectus supplement to the 2026 Registration Statement filed with the SEC prior to the completion of any such offering.

The 2026 Registration Statement includes a sales agreement prospectus (the “2026 ATM Prospectus”), covering the offer and sale from time to time through or to Jefferies, as sales agent, of up to $100.0 million in aggregate offering price of shares of the Company’s common stock under the ATM Agreement (the "ATM Facility"). During the quarter ended June 30, 2026, the Company sold 426,038 shares of its common stock under the 2026 ATM Prospectus for net proceeds of $3.6 million after deducting the sales agent fees.

As of June 30, 2026, $200.0 million remains available and unallocated under the 2026 Registration Statement and $96.3 million remains available and allocated for sale under the ATM Facility.

December 2025 Offering

On December 17, 2025, the Company entered into an underwriting agreement (the “Underwriting Agreement”) with the several underwriters named therein (the “Underwriters”), relating to the issuance and sale of an aggregate of 13,333,333 shares of the Company’s common stock at $7.50 per share under the Prior Registration Statement. The offering closed on December 18, 2025. Pursuant to the Underwriting Agreement, the Underwriters were granted a 30-day option to purchase up to 1,999,999 additional shares (the “Option Shares”) of common stock, which was partially exercised and the underwriters purchased 704,499 shares of common stock on December 23, 2025. Total proceeds of the transaction, including the Option Shares were approximately $98.7 million, net of underwriting discounts and issuance costs. The Prior Registration Statement was superseded by the 2026 Registration Statement once the 2026 Registration Statement was declared effective on April 2, 2026.