Capital Structure |
6 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Jun. 30, 2026 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Stockholders' Equity Note [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Capital Structure | 10. Capital Structure The Company has two authorized classes of common stock, Class A and Class B. The rights of the holders of Class A and Class B common stock are identical, except with respect to voting and conversion. Each share of Class A common stock is entitled to one vote, and shares of Class B common stock are non-voting. Each share of Class B common stock may be converted at any time to one share of Class A common stock at the option of its holder, subject to the ownership limitations provided for in the Company’s amended and restated certificate of incorporation, as amended. On February 12, 2025, the Company completed an underwritten public offering (the “February 2025 Offering”) in which the Company issued and sold 1,250,000 shares of the Company’s Class A common stock at a price of $4.00 per share (the “Firm Shares”) and pre-funded warrants (the “Pre-Funded Warrants”) to purchase up to 11,250,000 shares of the Company’s Class A common stock at an offering price of $3.9999 per Pre-Funded Warrant, which represents the per share offering price for the Firm Shares less the $0.0001 per share exercise price for each Pre-Funded Warrant. These Pre-Funded Warrants were recorded as a component of stockholders’ equity within additional paid-in capital. The gross proceeds to the Company from the February 2025 Offering were $50.0 million before deducting underwriting discounts and commissions and other offering expenses. The net proceeds to the Company from the February 2025 Offering were approximately $46.6 million, after deducting underwriting commissions of $3.0 million and offering expenses of $0.4 million. The Pre-Funded Warrants are exercisable at any time after the date of issuance. A holder of Pre-Funded Warrants may not exercise the warrant if the holder, together with its affiliates, would beneficially own more than 4.99% of the number of shares of Class A common stock outstanding immediately after giving effect to such exercise. A holder of Pre-Funded Warrants may increase or decrease this percentage, but not in excess of 19.99%, by providing at least 61 days’ prior notice to the Company. On February 14, 2025, the Company issued and sold an additional 1,875,000 shares of Class A common stock at a price of $4.00 per share upon the representatives of the underwriters’ exercise of their option in full on February 13, 2025 to purchase additional shares, which increased the aggregate number of shares of Class A common stock sold in the February 2025 Offering to 3,125,000. The Company’s aggregate gross proceeds from the February 2025 Offering were $57.5 million, before deducting underwriting discounts and commissions and offering expenses, $7.5 million of which relates to the full exercise of the underwriters’ option. The Company’s aggregate net proceeds from the February 2025 Offering were $53.6 million, after deducting underwriting discounts and commissions of $3.5 million and offering expenses of $0.4 million, $7.0 million of which relates to the full exercise of the underwriters’ option. On March 18, 2026, the Company entered into an at-the-market (“ATM”) sales agreement (the “2026 ATM Sales Agreement”) with William Blair & Company, L.L.C. (“William Blair”) and terminated the Company’s 2024 sales agreement. The Company may make sales under the 2026 ATM Sales Agreement pursuant to the Company’s existing Form S-3 shelf registration statement filed in August 2024 and the prospectus supplement dated March 18, 2026. The Company is not obligated to make any sales of Class A common stock under the 2026 ATM Sales Agreement but may make sales under the ATM program at its discretion based on market conditions. No sales occurred under the Company’s prior ATM sales program. Under the 2026 ATM Sales Agreement, the Company may offer and sell, from time to time at its sole discretion, shares of its Class A common stock, having an aggregate offering price of up to $40.0 million through William Blair, as sales agent. The Company did not sell any shares of its Class A common stock pursuant to the 2026 ATM Sales Agreement during the six months ended June 30, 2026. The following shares of Class A common stock were reserved for future issuance:
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