Common Stock |
6 Months Ended |
|---|---|
Jun. 30, 2026 | |
| Common Stock | |
| Common Stock | Note 13—Common Stock At-The-Market The Company has a Sales Agreement (the “Sales Agreement”), with Cowen and Company, LLC, (“Cowen”) to provide for the offering, issuance and sale of up to an aggregate amount of $150,000 of common stock from time to time in “at-the-market” offerings (the “ATM Program”). Shares of common stock pursuant to the ATM Program were previously made pursuant to the Company’s shelf registration statement on Form S-3 (File No. 333-265975) (the “Prior Shelf”). Upon the expiration of the Prior Shelf, the Company filed a new shelf registration statement on Form S-3 (File No. 333-288616) (the “New Shelf”), which became effective in January 2026. The Company filed a prospectus supplement to the New Shelf for the ATM Program in March 2026. During the six months ended June 30, 2026, and 2025, the Company did not have any sales in the ATM Program. Private Placement Offering On January 7, 2026, the Company entered into a securities purchase agreement with certain institutional accredited investors (the “2026 Investors”), pursuant to which the Company issued and sold to the 2026 Investors in a private placement (the “2026 Private Placement”) (i) 92,030,595 shares of its common stock and accompanying warrants to purchase an aggregate of 58,695,648 shares of common stock (or pre-funded warrants in lieu thereof) and (ii) in lieu of common stock, to certain investors, pre-funded warrants to purchase an aggregate of up to 25,360,704 shares of its common stock and accompanying warrants to purchase 12,680,352 shares of common stock (or pre-funded warrants in lieu thereof), at an exercise price of $0.0001 per pre-funded warrant. The combined offering price of each share of common stock and accompanying common stock warrant was $1.15. The combined offering price of each pre-funded warrant and accompanying common stock warrant was $1.1499. The pre-funded warrants are exercisable immediately. Each common stock warrant has an exercise price per share of $2.60. The common stock warrants are exercisable from the date of issuance and will expire 30 days following the public announcement of initial Phase 1 clinical data for CNTY-813 or, if earlier, on the third anniversary of closing. The 2026 Private Placement closed on January 9, 2026. The net proceeds received by the Company were approximately $126,400. The Company intends to use the net proceeds from the 2026 Private Placement to fund development of its lead product candidate, CNTY-813, and for working capital and other general corporate purposes. The Company determined that each of the pre-funded warrants and common stock warrants are freestanding financial instruments that are legally detachable and separately exercisable from the common stock and from each other. The Company evaluated both instruments under ASC 480, Distinguishing Liabilities from Equity, and concluded that neither represents an ASC 480 liability. Neither instrument (i) embodies an unconditional obligation to redeem by transferring assets, (ii) embodies an obligation to repurchase the Company's shares by transferring assets, or (iii) embodies an obligation settleable in a variable number of shares with a monetary value based predominantly on a fixed amount, variations in something other than the fair value of the Company's shares, or variations inversely related to the Company's share price. The Company further evaluated whether the instruments meet the definition of a derivative under ASC 815. Both instruments meet the definition of a derivative; however, the Company concluded that they qualify for the scope exception in ASC 815-10-15-74(a) for contracts that are both indexed to the Company's own stock and classified in stockholders' equity. Under the two-step indexation framework in ASC 815-40-15, neither the exercise contingencies nor the settlement provisions preclude indexation. Under the equity classification guidance in ASC 815-40-25, both instruments meet all applicable conditions, including that settlement is in the Company's shares, the Company has sufficient authorized and unissued shares, and settlement is within the Company's control. Accordingly, both the pre-funded warrants and common stock warrants were classified as a component of permanent stockholders' equity within additional paid-in capital. |