Stockholders' Equity |
6 Months Ended |
|---|---|
Jun. 30, 2026 | |
| Equity [Abstract] | |
| Stockholders' Equity | 9. Stockholders’ Equity In February 2023, we entered into an Open Market Sale Agreement (the “Open Market Sale Agreement”) with Jefferies LLC, as agent (“Jefferies”). Under the Open Market Sale Agreement, we may issue and sell shares of our common stock having an aggregate offering price of up to $100.0 million (the “Shares”) from time to time through Jefferies (the “Open Market Offering”). Under the Open Market Sale Agreement, Jefferies may sell the Shares by methods deemed to be an “at the market offering” as defined in Rule 415(a)(4) promulgated under the Securities Act of 1933, as amended. We may sell the Shares in amounts and at times to be determined by us from time to time subject to the terms and conditions of the Open Market Sale Agreement, but we have no obligation to sell any of the Shares in the Open Market Offering. We or Jefferies may suspend or terminate the offering of Shares upon notice to the other party and subject to other conditions. We have agreed to pay Jefferies commissions for its services in acting as agent in the sale of the Shares in the amount of up to 3.00% of gross proceeds from the sale of the Shares pursuant to the Open Market Sale Agreement. We have also agreed to provide Jefferies with customary indemnification and contribution rights. We sold an aggregate of 2,994,441 Shares under the Open Market Sale Agreement during the six months ended June 30, 2026, resulting in net proceeds of $19.8 million. We did not sell any Shares under the Open Market Sale Agreement during the three and six months ended June 30, 2025 or during the three months ended June 30, 2026. Pursuant to a prospectus we thereafter filed with the Securities and Exchange Commission as part of a registration statement on Form S-3 on May 4, 2026, as of June 30, 2026, $100.0 million of Shares were available for issuance and sale under the Open Market Sale Agreement. On February 18, 2026, our stockholders approved an amendment to our Restated Certificate of Incorporation, as amended, to increase the number of authorized shares of our capital stock from 58,333,333 shares to 111,000,000 shares and the number of authorized shares of our common stock from 53,333,333 to 106,000,000 shares. On March 24, 2026, we entered into a Securities Purchase Agreement with RA Capital Healthcare Fund, L.P. pursuant to which we issued and sold in a private placement: (i) 1,030,354 shares of common stock, (ii) pre-funded warrants to purchase up to 3,391,164 shares of common stock, and (iii) accompanying 2026 Warrants to purchase 4,421,518 shares of common stock with an exercise price of $10.00 per share for aggregate net proceeds of $26.9 million. The 2026 Warrants are exercisable until August 29, 2026 and the pre-funded warrants do not expire. As of June 30, 2026, none of these warrants have been exercised. As of June 30, 2026, we had 22,680,288 shares of common stock issued and outstanding. In addition, as of June 30, 2026 we had reserved (i) 474,615 shares of common stock for issuance upon the exercise of outstanding stock options, including shares reserved under unvested options, with a weighted-average exercise price of $59.06 per share; (ii) 5,209,631 shares of common stock for issuance upon the vesting of outstanding RSUs and PSUs (assuming all performance milestones are satisfied), (iii) 1,493,758 shares of common stock available for future issuance under our 2022 Equity Incentive Plan, 2022 Inducement Stock Incentive Plan, and 2013 Employee Stock Purchase Plan, in the aggregate; (iv) 14,043,996 shares of common stock for issuance upon the exercise of outstanding warrants, with a weighted-average exercise price of $11.71 per share, including 5,739,289 that expire on August 29, 2026 if not exercised; (v) 4,005,544 shares of common stock for issuance upon the exercise of outstanding pre-funded warrants; (vi) 11,904,630 shares of common stock for issuance upon conversion of the 2028 Notes and 2029 Notes, in the aggregate (assuming all make-whole adjustments and assuming payment in-kind of interest payments as permitted by the applicable indenture); and (vii) 5,000 shares of common stock issuable to Neumedicines Inc. upon the satisfaction of certain milestones under that certain Asset Purchase Agreement dated as of November 24, 2020. As of June 30, 2026, based on 106,000,000 shares of common stock authorized, we had 46,182,538 shares of common stock that were unissued and unreserved. |