v3.26.1
Stockholders' Equity
6 Months Ended
Jun. 30, 2026
Stockholders' Equity  
Stockholders' Equity

7. Stockholders’ Equity

On April 16, 2026, the Company amended its Certificate of Incorporation (the “Charter”) by filing a Certificate of Amendment (the “Amendment”) with the Secretary of State of Delaware. The Amendment increased the number of authorized shares of common stock from 200,000,000 to 400,000,000 and was approved by the holders of more than a majority of the votes cast at the 2026 Annual Meeting of Shareholders (the “2026 AMS”). The Amendment authorized the Company to issue 400,000,000 shares of common stock, par value $0.0001 per share. As of June 30, 2026, the Company had 194,474,154 shares of common stock issued and outstanding.

Each share of common stock entitles the holder to one vote on all matters submitted to a vote of the Company’s stockholders. Common stockholders are not entitled to receive dividends, unless declared by the board of directors.

The Charter also authorized the Company to issue 1,000,000 shares of preferred stock, par value $0.0001 per share. As of June 30, 2026, the Company had no shares of preferred stock issued and outstanding.

At-the-Market (ATM) Offerings

On November 6, 2025, the Company entered into an Equity Distribution Agreement (the “November 2025 Agreement”) with Leerink Partners LLC serving as sales agent (the “November 2025 Sales Agent”) with respect to an ATM offerings program under which the Company may offer and sell, from time to time at its sole discretion, shares of its common stock, having an aggregate offering price of up to $200.0 million (the “November 2025 Shares”) through the November 2025 Sales Agent (the “November 2025 Offering”). All of the November 2025 Shares offered and sold in the November 2025 Offering will be issued pursuant to the Company’s Registration Statement on Form S-3 filed with the SEC on February 27, 2025, which was declared effective on March 13, 2025, and the prospectus supplements related to the November 2025 Offering that form a part of the Registration Statement. The Company capitalized approximately $0.2 million of other offering costs which will offset the proceeds received from the shares sold under the November 2025 Agreement. Since inception through June 30, 2026, the Company has sold 7,920,228 shares of common stock under the November 2025 Agreement resulting in approximately $34.2 million in proceeds, net of $0.6 million commission and other offering costs. During the six months ended June 30, 2026, the Company sold 2,021,169 shares of common stock under the November 2025 Agreement resulting in approximately $8.7 million in proceeds, net of $0.1 million commission

and other offering costs, and as of June 30, 2026, $165.3 million remained available to be sold under the November 2025 Agreement. As of June 30, 2026, there was $0.2 million deferred offering costs included in prepaid expenses and other current assets on the accompanying consolidated balance sheets.

On February 27, 2025, the Company entered into an Equity Distribution Agreement (the “February 2025 Agreement”) with Leerink Partners LLC, Piper Sandler & Co. and Stifel, Nicolaus & Company, Incorporated, serving as sales agents (the “February 2025 Sales Agents”) with respect to an ATM offerings program under which the Company offered and sold shares of its common stock, having an aggregate offering price of up to $150.0 million (the “February 2025 Shares”) through the February 2025 Sales Agents (the “February 2025 Offering”). All of the February 2025 Shares offered and sold in the February 2025 Offering were issued pursuant to the Company’s Registration Statement on Form S-3 filed with the SEC on February 27, 2025, which was declared effective on March 13, 2025, and the prospectus supplements related to the February 2025 Offering that form a part of the Registration Statement. During the six months ended June 30, 2025, the Company sold 8,052,064 shares of common stock under the February 2025 Agreement resulting in approximately $42.4 million in proceeds, net of $1.4 million commission and other offering costs. Since inception through the termination of the February 2025 Agreement in November 2025, the Company sold 27,896,642 shares of common stock resulting in approximately $118.1 million in proceeds, net of $3.9 million commission and other offering costs.

On February 28, 2023, the Company entered into an Equity Distribution Agreement (the “2023 Agreement”) with Evercore Group L.L.C., JMP Securities LLC and B. Riley Securities, Inc., serving as sales agents (the “2023 Sales Agents”), with respect to an ATM offerings program under which the Company offered and sold shares of its common stock, having an aggregate offering price of up to $150.0 million (the “2023 Shares”) through the 2023 Sales Agents (the “2023 Offering”). All 2023 Shares offered and sold in the 2023 Offering were issued pursuant to the Company’s Registration Statement on Form S-3 filed with the SEC on February 28, 2023. During the six months ended June 30, 2025, the Company sold 4,467,866 shares of common stock under the 2023 Agreement resulting in approximately $30.2 million in proceeds, net of $1.0 million commission and other offering costs. Since inception through the expiration of the 2023 Agreement in February 2025, the Company sold 26,129,903 shares of common stock under the 2023 Agreement resulting in approximately $126.8 million in proceeds, net of $4.1 million commission and other offering costs.

Registered Direct Offering (“RDO”)

On January 27, 2026, the Company entered into a securities purchase agreement with a new fundamental institutional investor pursuant to a registered direct offering under the November 2025 Shelf for the purchase and sale of 12,397,920 shares of its common stock and 4,647,534 pre-funded warrants for net proceeds of approximately $70.3 million, after deducting the offering expenses of approximately $4.7 million (the “January 2026 RDO”). All Shares offered and sold in the January 2026 RDO were issued pursuant to the Company’s Registration Statement on Form S-3 filed with the SEC on November 13, 2025, which was declared effective on December 5, 2025. The pre-funded warrants were fully exercised on February 13, 2026 at an exercise price of $0.001 per share, resulting in the issuance of 4,647,534 shares of the Company’s common stock.

The pre-funded warrants are indexed to the Company’s common stock and meet the criteria to be classified as equity. Proceeds from the issuance of pre-funded warrants were recorded within additional paid-in capital.

April 2026 Offering

On April 22, 2026, the Company entered into an underwriting agreement with certain underwriters pursuant to which the Company offered and sold securities consisting of (i) 64,250,000 shares of its common stock and accompanying common stock warrants to purchase an aggregate of 64,250,000 shares of common stock (or pre-funded warrants in lieu thereof) and (ii) in lieu of common stock, to certain investors that so choose, pre-funded warrants to purchase an aggregate of up to 10,750,000 shares of its common stock and accompanying common stock warrants to purchase an aggregate of 10,750,000 shares of common stock (or pre-funded warrants in lieu thereof), at an exercise price of $0.001 per pre-funded warrant (the “April 2026 Offering”). The common stock and pre-funded warrants were sold in combination with an accompanying common stock warrant to purchase one share of common stock (or pre-funded warrant in lieu thereof) issued for each share of common stock or pre-funded warrant sold. The accompanying common stock warrant has an

exercise price of $3.00 per share and is immediately exercisable from the date of issuance. The combined offering price of each share of common stock and accompanying common stock warrant is $3.00. The combined offering price of each pre-funded warrant and accompanying common stock warrant is $2.999. The net proceeds of the April 2026 Offering were approximately $211.1 million, after deducting the underwriting discount and offering expenses of approximately $13.9 million. If all of the common stock warrants sold in the April 2026 Offering were to be exercised in cash at their exercise price, the Company would receive additional gross proceeds of $225 million. All shares of common stock, pre-funded warrants and common stock warrants offered and sold in the April 2026 Offering were issued pursuant to the February 2025 Shelf and November 2025 Shelf and a related registration statement that was filed with the SEC on April 22, 2026 pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and became automatically effective upon filing as permitted under Rule 429.

The pre-funded and common stock warrants are indexed to the Company’s common stock and meet the criteria to be classified as equity. Proceeds from the issuance of pre-funded warrants are recorded within additional paid-in capital.

Warrants

The following warrants were outstanding as of June 30, 2026:

Per Share

Number of

Exercise

Warrants

Price

Issuance Date

Expiration Date

Pre-funded warrants

 

10,750,000

$

0.001

 

April 24, 2026

 

Common stock warrants

75,000,000

3.000

April 24, 2026

April 24, 2031

Total

 

85,750,000

 

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A summary of warrant activity is as follows:

Weighted-Average

  ​ ​ ​

  ​ ​ ​

Weighted

Remaining

Number of

Average

Contractual Term

Warrants

Exercise Price

(Years)

Warrants outstanding, December 31, 2025

 

 

Issued

 

90,397,534

 

Exercised

(4,647,534)

Warrants outstanding, June 30, 2026

 

85,750,000

 

$

2.62

4.8