Common Stock and Stockholders' Equity (Deficit) |
6 Months Ended |
|---|---|
Jun. 30, 2026 | |
| Temporary Equity Disclosure [Abstract] | |
| Common Stock and Stockholders' Equity (Deficit) | 6. Common Stock and Stockholders' Equity (Deficit) Authorized Shares The Company's current Amended and Restated Certificate of Incorporation authorizes 500,000,000 shares of common stock, par value $0.0001 per share, and 10,000,000 shares of preferred stock, par value $0.0001 per share. Private Placement of Common Stock On January 19, 2024, the Company entered into a Securities Purchase Agreement (the “Purchase Agreement”) with certain accredited investors, in which the Company sold the following securities to the accredited investors in a private placement transaction (the “2024 Private Placement”): (i) an aggregate of 4,985,610 shares of common stock; (ii) to certain investors, in lieu of shares of common stock, pre-funded warrants (the “Pre-Funded Warrants”) to purchase an aggregate of 306,506 shares of common stock and exercisable at any time; (iii) Tranche A Common Warrants (the “Tranche A Common Warrants”) to purchase an aggregate of up to 2,646,058 shares of common stock (or Pre-Funded Warrants in lieu thereof and, in such case, shares of common stock issuable upon exercise of such Pre-Funded Warrants); and (iv) Tranche B Common Warrants (the “Tranche B Common Warrants” and together with the Tranche A Common Warrants, the “Common Warrants”) to purchase an aggregate of up to 2,646,058 shares of common stock (or Pre-Funded Warrants in lieu thereof and, in such case, shares of common stock issuable upon exercise of such Pre-Funded Warrants). At date of issuance, the fair value of the common stock was $8.5 million using the relative fair value method and is included in equity at June 30, 2026. The Company issued placement agent warrants (“Placement Agent Warrants”) to purchase 67,908 shares of common stock at the initial closing of the 2024 Private Placement and 7,839 shares of common stock at the second closing of the 2024 Private Placement, at an exercise price of $0.0001 per share. Each Placement Agent Warrant was accompanied by one Tranche A Common Warrant to purchase one half of a share of common stock and one Tranche B Warrant to purchase one half of a share of common stock, for an aggregate of 75,746 Common Warrants. The initial closing of the 2024 Private Placement occurred on January 23, 2024 and the second closing occurred on February 5, 2024. Gross proceeds from the transaction were $20.4 million with net proceeds of approximately $19.0 million after deducting $1.4 million in commissions and other transaction costs. On June 25, 2026, the Company completed a private placement (the "PIPE Financing") pursuant to a Securities Purchase Agreement dated June 23, 2026 with certain new and existing institutional and accredited investors. Gross proceeds from the financing were approximately $15.0 million before deducting placement agent fees and other offering expenses. At the closing of the PIPE Financing, the Company issued an aggregate of 18,673,429 units at a purchase price of $0.8033 per unit (or $0.8032 per unit for units including a pre-funded warrant). Each unit consisted of (a) one share of the Company's common stock or, at the election of the investor, one pre-funded warrant to purchase one share of common stock, (b) and a contractual right to receive one Series A and Series B warrant upon receipt of the required stockholder approval under Nasdaq Listing Rule 5635. The Company issued 14,938,370 shares of common stock and 3,735,059 pre-funded warrants at the closing of the financing. The pre-funded warrants have an exercise price of $0.0001 per share, are immediately exercisable, do not expire and are exercisable for cash or, under certain circumstances, on a cashless basis. The pre-funded warrants contain customary anti-dilution adjustments for stock splits, stock dividends and similar recapitalization events and include beneficial ownership limitations that prohibit exercise if the holder would beneficially own more than a specified percentage of the Company's outstanding common stock, unless such limitation is waived in accordance with the terms of the warrants. The Series A and Series B warrants were not issued at closing. Under the Securities Purchase Agreement, investors received contractual rights to receive those warrants only upon receipt of stockholder approval required under applicable Nasdaq rules. If stockholder approval is obtained, the Company will issue, (a) Series A warrants to purchase up to 18,673,429 shares of common stock (or pre-funded warrants in lieu thereof), with an exercise price of $0.8033 per share, (b) and Series B warrants to purchase up to 18,673,429 shares of common stock (or pre-funded warrants in lieu thereof), with an exercise price of $1.00 per share. The Series A and Series B warrants will become exercisable only after issuance following stockholder approval and will be subject to customary anti-dilution adjustments, beneficial ownership limitations and other customary terms contained in the respective warrant agreements. The Company evaluated the pre-funded warrants and the contractual rights to receive the Series A and Series B warrants under ASC 480 and ASC 815-40. Management concluded that the pre-funded warrants and the rights to receive the Series A and Series B warrants meet the requirements for equity classification. Accordingly, the proceeds from the financing were allocated between the common stock, pre-funded warrants and the rights to receive the Series A and Series B warrants on a relative fair value basis. The allocated amounts were recorded within additional paid-in capital upon issuance. As of June 30, 2026, stockholder approval had not been obtained and, accordingly, the Series A and Series B warrants had not been issued. Underwritten Public Offering On November 1, 2024, the Company closed an underwritten public offering of 2,720,000 shares of its common stock at a price to the public of $3.75 per share (the “2024 Follow-On”). The gross proceeds from the offering, before deducting underwriting discounts and commissions and offering expenses, were $10.2 million. In addition, the Company granted the underwriters a 30-day option to purchase up to an additional 408,000 shares of its common stock at the public offering price, less underwriting discounts and commissions, which option expired unexercised. Shelf Registration Statement and At the Market Offering In August 2023, the Company filed a shelf registration statement on Form S-3 (the “Shelf Registration Statement”). The Shelf Registration Statement permits the offering, issuance and sale of common stock, preferred stock, debt securities and warrants having an aggregate offering price of up to $100.0 million in one or more offerings and in any combination of the foregoing. The Shelf Registration Statement contains two prospectuses, a base prospectus and an at-the-market offering prospectus, as supplemented on March 29, 2024 (as supplemented, the “Original Prospectus Supplement”), that covered the offering, issuance and sale of up to $17.3 million of common stock pursuant to an at-the-market offering agreement (“ATM Agreement”) with H.C Wainwright & Co., LLC (“Wainwright”), acting as sales agent (“ATM Facility”). In connection with the 2024 Follow-on, on October 30, 2024, the Company suspended sales of common stock under the ATM Facility pursuant to the Original Prospectus Supplement, and until December 20, 2024, did not offer for sale any shares of common stock. The Company filed a prospectus supplement (the “2024 Prospectus Supplement”) to the Shelf Registration Statement with the Securities and Exchange Commission (“SEC”) on December 20, 2024 providing for the sale of shares of common stock under the ATM Facility having an aggregate gross sales price of up to $4.45 million. The Company intends to use the net proceeds from the ATM Facility for general corporate purposes, which may include research and development expenses, clinical trial expenses, capital expenditures and working capital. The ATM Facility will terminate upon the earlier of (i) the sale of all of the shares of our common stock provided for in the at the market offering prospectus or (ii) termination of the ATM Agreement as permitted therein. The ATM Agreement may be terminated at any time by either party upon written notice. The Company filed a prospectus supplement (the “2025 Prospectus Supplement”) to the Shelf Registration Statement with the SEC on November 6, 2025 providing for the sale of shares of common stock under the ATM Facility having an aggregate gross sales price of up to $9.7 million. During the three and six months ended June 30, 2026, there were 49,115 shares sold under the ATM Facility for net proceeds of $0.03 million, after deducting negligible commissions and settlement expenses. As of June 30, 2026, the Company has sold 2,080,943 shares of common stock for net proceeds of approximately $5.8 million, after deducting $294,000 of commissions and settlement expenses paid under the ATM Facility. As of June 30, 2026, approximately $6.2 million remained available under the ATM Facility for the offer and sale of shares of common stock pursuant to the 2025 Prospectus Supplement. On March 3, 2026, the Company filed a shelf registration statement on Form S-3 (the “2026 Shelf Registration Statement”). The 2026 Shelf Registration Statement permits the offering, issuance and sale of common stock, preferred stock, debt securities and warrants having an aggregate offering price of up to $125.0 million in one or more offerings and in any combination of the foregoing. Common Stock Warrants In October 2022, Private CalciMedica granted warrants to certain officers and directors to purchase 496,970 shares of common stock. In conjunction with the Merger, the warrants converted to 14,313 warrants of the Company at an exercise price of $10.42. The warrants have a 10-year term and vest ratably over 12 and 48 months. At the date of issuance, the fair value of the warrants collectively was $125,000 and was determined utilizing Black-Scholes and will be recognized as general and administrative expense over the vesting periods. Assumptions used in the valuation were as follows: expected term of ten years, risk free rate of 4.10%, volatility of 82% and a dividend yield of zero. The warrants are classified as equity, and the Company expensed zero to general and administrative expense for the three months ended June 30, 2026 and 2025 and zero and $1,000 to general and administrative expense for the six months ended June 30, 2026 and 2025, respectively. In connection with the 2024 Private Placement, the Company issued Tranche A Common Warrants, Tranche B Common Warrants and Pre-Funded Warrants. Tranche A Common Warrants were exercisable until July 29, 2024. The Tranche B Common Warrants were exercisable immediately upon issuance and will expire upon the earlier of (i) 5:00 p.m. (New York City time) on December 31, 2026 and (ii) 30 days following the Company's public disclosure of topline results from a Phase 2 clinical trial in patients with acute kidney injury. The purchase price per share and accompanying Common Warrants was $3.827 (or $4.3915 for directors, employees or consultants of the Company participating in the 2024 Private Placement) (or $3.8269 per Pre-Funded Warrant and accompanying Common Warrants, which represented the price of $3.827 per share and accompanying Common Warrants minus the $0.0001 per share exercise price of each such Pre-Funded Warrant). The Tranche A Common Warrants had a strike price of $5.36 per share, were not deemed equity and were classified as a liability in the Company’s unaudited condensed consolidated balance sheets. At the date of issuance, the fair value of the Tranche A Common Warrants was $4.1 million utilizing Black-Scholes with the following assumptions: expected term of 0.94 years, risk-free interest rate of 4.9%, volatility of 100% and a dividend yield of zero. As of the balance sheet date of June 30, 2026, the value of the Tranche A Common Warrants was zero as the Tranche A Common Warrants expired on July 27, 2024. The Tranche B Common Warrants have a strike price of $7.15 per share, are not deemed equity and are classified as a liability in the Company’s unaudited condensed consolidated balance sheets. At the date of issuance, the fair value of the Tranche B Common Warrants was $7.1 million utilizing Black-Scholes with the following assumptions: expected term of 1.69 years, risk-free interest rate of 4.5%, volatility of 100% and a dividend yield of zero. As of the balance sheet date of June 30, 2026, the value of the Tranche B Common Warrants was zero, with the change in fair value of zero and $0.2 million for the three months ended June 30, 2026 and 2025, respectively, and $4.4 million and $1.4 million for the six months ended June 30, 2026 and 2025, respectively, recorded in the unaudited condensed consolidated statements of operations in other income. The Pre-Funded Warrants have a strike price of $0.0001 per share, are deemed equity and included in the equity section of the Company’s unaudited condensed consolidated balance sheets. At date of issuance, the fair value of the Pre-Funded Warrants was $0.5 million using the relative fair value method and were exercised on January 28, 2026. The Placement Agent Warrants have a strike price of $0.0001 per share, are deemed equity and included in the equity section of the Company’s unaudited condensed consolidated balance sheets. At date of issuance, the fair value of the Placement Agent Warrants was $0.1 million using the relative fair value method and is included in equity at June 30, 2026. In May 2024, the Company granted a warrant to a consulting firm affiliated with its former interim chief financial officer to purchase 10,000 shares of common stock (“Common Stock Warrant”). At the date of issuance, the fair value of the warrant was $20,000 and was determined utilizing Black-Scholes and will be recognized as general and administrative expense over the vesting periods. Assumptions used in the valuation were as follows: expected term of twelve months, risk free rate of 4.42%, volatility of 89% and a dividend yield of zero. The warrant is classified as equity, and the Company expensed zero and $2,000 for the three months ended June 30, 2026 and 2025, respectively, and zero and $7,000 for the six months ended June 30, 2026 and 2025, respectively, to general and administrative expense in the unaudited condensed statements of operations. In connection with the Loan, pursuant to the funding of Tranche 1 on the Closing Date, the Company issued to the Lender a warrant to purchase 641,163 shares of common stock of the Company (the “Warrant”) at an exercise price per share equal to $2.32 (the “Stock Purchase Price”) and are classified as a liability in the Company’s unaudited condensed consolidated balance sheets. At the date of issuance, the fair value of the Warrant was $1.1 million and was determined utilizing Black-Scholes with the following assumptions: expected term of 5.0 years, risk-free interest rate of 3.9%, volatility of 110% and a dividend yield of zero. The Warrant is exercisable until February 28, 2030 (the “Expiration Date”) and upon a change of control, the Lender would be entitled to receive the shares of common stock underlying the Warrant without payment of the exercise price. In connection with the First Amendment to the Loan Agreement, the Company (a) amended the existing lender warrant issued on February 28, 2025 by reducing its exercise price from $2.32 per share to $1.00 per share and adding a beneficial ownership limitation, (b) and issued to the Lender a new warrant to purchase 1,000,000 shares of the Company's common stock at an exercise price of $1.00 per share, exercisable through June 23, 2031, with customary anti-dilution provisions and cashless exercise features. As of the balance sheet date June 30, 2026, the value of the Warrants was $1.3 million, with an increase in fair value of $1.1 million and a decrease in fair value of $0.2 million for the three months ended June 30, 2026 and 2025, respectively, and a decrease in fair value of $2.3 million and $0.4 million for the six months ended June 30, 2026 and 2025, respectively, being recorded in the unaudited condensed consolidated statements of operations in other income (expense). |