v3.26.1
STOCKHOLDERS’ EQUITY
 6 Months Ended
Jun. 30, 2026
Equity [Abstract]  
STOCKHOLDERS’ EQUITY STOCKHOLDERS’ EQUITY
The Company’s capital structure consists of common stock and preferred stock. Pursuant to the Company’s amended and restated certificate of incorporation, as amended, the Company is authorized to issue up to 315,000,000 shares of common stock and 10,000,000 shares of preferred stock. The Company has designated (i) 10,000 of the authorized shares of preferred stock as non-voting Series A convertible preferred stock (“Series A Preferred Stock”), and (ii) 57,722 of the authorized shares of preferred stock as non-voting Series B convertible preferred stock (“Series B Preferred Stock”). There were no shares of Series A Preferred Stock or Series B Preferred Stock issued and outstanding as of June 30, 2026 and December 31, 2025.
The holders of common stock are entitled to one vote for each share held. The holders of common stock have no preemptive or other subscription rights, and there are no redemption or sinking fund provisions with respect to such shares. Subject to preferences that may apply to any outstanding series of preferred stock, holders of the common stock are entitled to receive ratably any dividends declared on a non-cumulative basis. The common stock is subordinate to all series of preferred stock with respect to rights upon liquidation, winding up and dissolution of the Company. The holders of common stock are entitled to liquidation proceeds after all liquidation preferences for the preferred stock are satisfied.
October 2025 Private Placement
In October 2025, the Company entered into a Securities Purchase Agreement with the purchasers named therein (the “2025 Investors”), pursuant to which the Company issued and sold an aggregate of (i) 57,722 shares of Series B Preferred Stock, (ii) Series A warrants (the “Series A Warrants”) to purchase up to 38,481,325 shares of the Company’s common stock and/or Pre-Funded Warrants, and (iii) Series B warrants (the “Series B Warrants,” and together with the Series A Warrants, the “Warrants”) to purchase up to 28,861,000 shares of common stock and/or Pre-Funded Warrants to the 2025 Investors in a private placement (the “2025 Private Placement”). Each share of Series B Preferred Stock was sold together with a Series A Warrant to purchase 666.66 shares of common stock and/or Pre-Funded Warrants (rounded down to next whole share based on each such Investor’s aggregate purchase) and a Series B Warrant to purchase 500 shares of common stock and/or Pre-Funded Warrants (together, one “Security”). The Securities were sold at a purchase price of $1,400.00, which included the purchase of 71 shares of Series B Preferred Stock, 47,333 Series A Warrants, and 35,500 Series B Warrants by the Company’s Executive Chair, which was approved by the Company’s stockholders at a special
meeting in December 2025, convened to approve an increase of the Company’s authorized shares of common stock to enable issuance of common stock on conversion of all the Series B Preferred Stock (the “Special Meeting”).
Each share of Series B Preferred Stock converted into 1,000 shares of common stock upon receipt of stockholder approval at the Special Meeting. At June 30, 2026, there were no outstanding shares of Series B Preferred Stock.
The Warrants each have an exercise price of $1.40 per share (the “Exercise Price”). The Series A Warrants became exercisable upon stockholder approval at the Special Meeting and expired on April 17, 2026, the 30th calendar day following the date on which the Company publicly announced the clearance of the first of any investigational new drug application, clinical trial application or other foreign equivalent with respect to the clinical development of the Company’s OV4071 product candidate. In the event that beneficial ownership limitations prevented the exercise by a 2025 Investor of all or a portion of the Series A Warrants held thereby, such Investor was permitted to purchase shares of common stock up to the specified limit and, for the remainder, purchase Pre-Funded Warrants in lieu of shares of common stock. The Series A Warrants meet the requirements to be recorded in permanent equity. The holders of the Series A Warrants were entitled to dividends on an as-converted basis if and when dividends are paid to common stock; therefore the Series A Warrants meet the definition of participating securities for the purpose of computing earnings per share. As of the expiration date of the Series A Warrants, all Series A Warrants had been exercised, with 33,597,860 shares of common stock and Pre-Funded Warrants to purchase up to 4,883,465 shares of common stock delivered for aggregate gross proceeds of $53.9 million. The Pre-Funded Warrants have an exercise price of $0.001 per share, are immediately exercisable and do not expire.
The Series B Warrants expire on October 6, 2030. In the event that the closing price of the Company’s common stock equals or exceeds 300% of the Exercise Price (subject to customary adjustments) for 20 of any 30 consecutive trading days, the Company may elect to require exercise of the Series B Warrant for cash. In the event that beneficial ownership limitations prevent the exercise of all or a portion of the Series B Warrants held thereby upon any such mandatory exercise demand, such Investor will purchase shares of common stock up to the specified limit and, for the remainder, purchase Pre-Funded Warrants. The Series B Warrants are entitled to dividends on an as-converted basis if and when dividends are paid to common stock, therefore the Series B Warrants meet the definition of participating securities for the purpose of computing earnings per share. As of June 30, 2026, all Series B Warrants were exercisable and outstanding.
The Company received initial net proceeds of $75.1 million from the 2025 Private Placement, after deducting placement agent fees and offering expenses of $5.7 million. Following the exercise of all of the Series A Warrants, the Company received additional gross proceeds of approximately $53.9 million. The Company may further receive up to $40.0 million in additional gross proceeds, assuming exercise in full of the remaining outstanding Series B Warrants.
The Company initially valued the components of the Securities and allocated the issuance costs using relative fair values. The Series B Preferred Stock was valued at $1.79 per underlying common share, which was the close price of the common stock on the financing close date of October 6, 2025 due to the high probability of mandatory conversion within a short period of time.
The Series A Warrants were valued at $0.75 per share using a probability-weighted expected return method based on two different expiry periods valued using a Black-Scholes model with corresponding probability for the likelihood of each scenario and Level 3 model inputs.
The Series B Warrants were valued at $1.29 using a Monte Carlo simulation model since the timing and payoff are dependent on the Company’s trailing stock price and Level 3 inputs. It is assumed that the Company would trigger a mandatory conversion at the earliest triggering event.
The following table presents the Level 3 inputs used in the valuation models:
Series A WarrantsSeries B
Warrants
6-month expiry5-year expiry
Probability97.5 %2.5 %
Stock price$1.79 $1.79 $1.79 
Strike price$1.40 $1.40 $1.40 
Expected volatility115 %115 %115 %
Expected term in years0.55.0
Dividend rate— — — 
Risk-free interest rate3.81 %3.75 %3.75 %
Fair value$0.73 $1.51 $1.29 
The fair value of the Series B Preferred Stock and the associated allocation of issuance costs was recorded in temporary equity until such time as the stockholder approvals were obtained at the Special Meeting. Upon gaining stockholder approval the Series B Preferred Stock converted automatically and the temporary equity balances were moved to permanent equity. The Series A Warrants and Series B Warrants do not have features that disallowed equity treatment and were recorded at relative fair value along with the allocated issuance costs in permanent equity.
March 2026 Private Placement
On March 19, 2026, the Company entered into a Securities Purchase Agreement with the purchasers named therein (the “2026 Investors”), pursuant to which the Company issued and sold an aggregate of 19,154,321 shares of common stock at a purchase price of $2.01 per share and, in lieu of common stock, Pre-Funded Warrants to purchase up to 10,701,710 shares of common stock at a purchase price of $2.009 per Pre-Funded Warrant to the 2026 Investors in a private placement (the “2026 Private Placement”). The Pre-Funded Warrants have an exercise price of $0.001 per share, are immediately exercisable and do not expire. There are no additional rights and preferences, including voting rights, accorded to the Pre-Funded Warrants. The net proceeds, after deducting placement agent fees and transaction costs, were $56.2 million.
Warrant and Pre-Funded Warrant Activity
The following table summarizes the number of Warrants and Pre-Funded Warrants outstanding as of June 30, 2026, the weighted average exercise price, and the aggregate intrinsic value:
Series A and Series B Warrants
Pre-Funded Warrants
Weighted Average Exercise PriceAggregate Intrinsic Value
(in thousands)
Outstanding, December 31, 2025
67,342,325 $1.40 $15,489 
Pre-Funded Warrants purchased in 2026 Private Placement
— 10,701,710 0.001 28,777 
Series A Warrants exercised into common stock
(33,597,860)— — — 
Series A Warrants exercised into Pre-Funded Warrants(4,883,465)4,883,465 0.001 13,132 
Outstanding, June 30, 2026
28,861,000 15,585,175 $0.91 $79,139 
At-the-Market Offering Program
In November 2023, the Company filed a shelf registration statement on Form S-3 (Registration No. 333-275307) that allows it to sell up to an aggregate of $250.0 million of its common stock, preferred stock, convertible debt securities and/or warrants, which includes a prospectus covering the issuance and sale of up to $75.0 million of common stock pursuant to its at-the-market (“ATM”) program. During the six months ended June 30, 2026, the Company sold 1.5 million shares through the ATM program for net proceeds of approximately $2.4 million, after deducting sales agent fees and other offering expenses. As of June 30, 2026, the Company had approximately $72.6 million available under its ATM program. On July 23, 2026, the Company sold 3.5 million shares of common stock through the ATM program at a per share price of $2.38, resulting in gross proceeds of approximately $8.3 million. After the July 2026 sale, the Company had $64.3 million available under the ATM program.
Dividends
Through June 30, 2026, the Company has not declared any dividends. No dividends on the common stock shall be declared and paid unless dividends on the preferred stock have been declared and paid.