Stockholders' Equity |
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| Stockholders' Equity | Note 6 — Stockholders’ Equity Financing Transactions We filed a shelf registration statement on Form S-3 and a related prospectus (the April 2025 Shelf Registration Statement) that was declared effective by the Securities and Exchange Commission (the SEC) in April 2025. Pursuant to the April 2025 Shelf Registration Statement, we may offer and sell common stock, preferred stock, debt securities, warrants and or units having an aggregate public offering price of up to $300.0 million. In connection with the April 2025 Shelf Registration Statement, in April and November 2025, we also entered equity distribution agreements with Piper Sandler & Co. and BTIG, LLC, relating to the sale of our common stock having an aggregate offering price of up to $75.0 million (the April 2025 ATM Sales Agreement) and $110.0 million (the November 2025 ATM Sales Agreement), respectively. The sales of the shares under these agreements could be made by any method permitted that is deemed to be an “at-the-market” (ATM) equity offering as defined in Rule 415(a)(4) promulgated under the Securities Act, including sales made directly on or through Nasdaq or on any other existing trading market for our common stock. We agreed to pay Piper Sandler & Co. and BTIG, LLC a commission equal to 3.0% of the gross sales price of all common stock sold through them as sales agents. As a result of the transactions described below, no shares remain available for issuance under the April 2025 Shelf Registration Statement. In November 2025, we filed a new registration statement on Form S-3ASR and a related prospectus (the November 2025 Shelf Registration), as a “well-known seasoned issuer,” as defined in Rule 405 under the Securities Act. The November 2025 Shelf Registration became automatically effective upon filing, and permits us to offer, from time to time, an unspecified amount of common stock, preferred stock, debt securities and warrants. The following table presents the securities sold and net proceeds received pursuant to these shelf registrations:
(1) Net proceeds reflect gross proceeds, net of underwriting discounts, sales commissions and other offering costs. (2) This offering included 638,298 shares sold upon exercise in full by the underwriters of their option to purchase additional shares of common stock. Additionally, we re-issued all 552,307 shares previously held in treasury stock. (3) No shares remain available for issuance under the April 2025 ATM Sales Agreement. (4) This offering included 1,034,482 shares sold upon exercise in full by the underwriters of their option to purchase additional shares of common stock. The shares were sold at $58.00 per share and the pre-funded warrants were sold at $57.9999 per pre-funded warrant. See below for additional information regarding the pre-funded warrants. (5) No shares remain available for issuance under the November 2025 ATM Sales Agreement. (6) This offering included 529,891 shares sold upon exercise in full by the underwriters of their option to purchase additional shares of common stock. (7) Weighted average price per share. In May 2026, we entered into a new equity distribution agreement (the May 2026 ATM Sales Agreement) with Guggenheim Securities, LLC and H.C. Wainwright & Co., LLC, relating to the sale of our common stock having an aggregate offering price of up to $150.0 million in an “at-the-market” offering under the November 2025 Shelf Registration. We agreed to pay Guggenheim Securities, LLC and H.C. Wainwright & Co. LLC a commission equal to 3.0% of the gross sales price of all common stock sold under the May 2026 ATM Sales Agreement. As of June 30, 2026, no shares have been issued under the May 2026 ATM Sales Agreement.
Pre-funded Warrants In March 2024, we issued a pre-funded warrant to purchase an aggregate of 1,666,667 shares of our common stock to TCG Crossover Fund II, L.P. (TCG) at a price of $18.00 per share for gross proceeds of $30.0 million (the TCG Pre-funded Warrant). Transaction costs were immaterial. The TCG Pre-funded Warrant had an exercise price of $0.0015 per share and was exercisable at any time after the original issuance date. In July 2025, TCG exercised the TCG Pre-funded Warrant to purchase 1,666,667 shares of common stock. Exercise proceeds were immaterial. As a result of these exercises, no shares remain issuable under the TCG Pre-funded Warrant. In February 2026, as disclosed above, we completed the sale and issuance of 293,103 pre-funded warrants at a price of $57.9999 per share (the 2026 Pre-funded Warrants). Each pre-funded warrant has an exercise price of $0.0001 per share and is exercisable at any time after the original issuance date. In June 2026, the holders exercised the 2026 Pre-funded Warrants on a cashless basis, resulting in the issuance of 293,100 shares of common stock. As a result of these exercises, no shares remain issuable under the 2026 Pre-funded Warrants. We classified the pre-funded warrants as a component of permanent equity in our Condensed Consolidated Balance Sheets as they are freestanding financial instruments that are immediately exercisable, do not embody an obligation for the Company to repurchase its own shares and permit the holder to receive a fixed number of shares of common stock upon exercise. All of the shares underlying the pre-funded warrants have been included in the weighted-average number of shares of common stock used to calculate net loss per share attributable to common stockholders because the shares may be issued for little or no consideration, are fully vested and are exercisable after the original issuance dates of the pre-funded warrants. |
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