v3.26.3
Stockholders' equity
12 Months Ended
Jun. 30, 2026
Equity [Abstract]  
Stockholders' equity

9. Stockholders’ equity

Preferred Stock

On December 6, 2024, the stockholders of the Company approved an amendment (the “Amendment”) to the Company’s Amended and Restated Certificate of Incorporation, as amended, to authorize the issuance of 5,000,000 shares of preferred stock, par value $0.0001. As of June 30, 2026, there were no preferred shares issued and outstanding.

Common Stock

On December 8, 2021, the stockholders of the Company approved an amendment (the “Charter Amendment”) to the Company’s Amended and Restated Certificate of Incorporation to increase the total number of authorized shares of common stock of the Company from 10,000,000 to 40,000,000, which became effective on December 17, 2021. On December 7, 2022, the stockholders of the Company approved another amendment to the Company’s Amended and Restated Certificate of Incorporation to increase the number of authorized shares of common stock from 40,000,000 to 160,000,000. The Charter Amendment was filed with the Secretary of State of the State of Delaware and became effective December 9, 2022. On July 26, 2023, the Company effected a 1-for-17 reverse stock split (the “Reverse Stock Split”).

On October 11, 2024, the Company entered into the Sales Agreement with the Agent. Pursuant to the terms of the Sales Agreement, the Company may offer and sell shares of the Company’s common stock having an aggregate offering amount of up to

$75 million from time to time through the Agent. The Agent will use its commercially reasonable efforts, as the agent and subject to the terms of the Sales Agreement, to sell the shares offered. Sales of the shares, if any, may be made in sales deemed to be an “at-the-market offering” as defined in Rule 415 under the Securities Act of 1933, as amended. The Company may also agree to sell shares to the Agent as principal for its own account on terms agreed to by the Company and the Agent. The Agent will be entitled to a commission from the Company of 3.0% of the gross proceeds from the sale of shares sold under the Sales Agreement. In addition, the Company has agreed to reimburse certain expenses incurred by the Agent in connection with the offering.

Concurrently with the March 2025 Underwritten Offering (as defined below), on March 25, 2025, the Company also entered into a Securities Purchase Agreement to which the Company issued and sold 900,000 shares of Common Stock in a registered direct offering at a purchase price of $13.00 per share. Gross proceeds from the registered direct offering was $11.7 million less underwriter issuance costs of $0.7 million. The Company entered into a registration rights agreement in connection with the closing of the registered direct offering. The agreement required the Company to use its best efforts to register the shares for resale no later than 60 days following the closing of the registered direct offering.

On November 5, 2025, the Company entered into an Underwriting Agreement with Leerink Partners LLC and TD Securities (USA) LLC and Evercore Group L.L.C., as representatives of the several underwriters named therein, pursuant to which the Company agreed to issue and sell, in a firm commitment underwritten offering by the Company (the “November 2025 Underwritten Offering”), 5,930,000 shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock”). In addition, the Company granted the Underwriters a 30-day option to purchase up to an additional 889,500 shares of Common Stock. The Underwriters partially exercised the option and purchased 328,889 shares, resulting in additional gross proceeds of $4.4 million. The public offering price for each share of Common Stock is $13.50. In connection with their services, the underwriters received an underwriting discount equal to 6.0% of the gross proceeds of the November 2025 Underwritten Offering.

Concurrently with the November 2025 Underwritten Offering, on November 5, 2025, the Company entered into a Securities Purchase Agreement (the “Purchase Agreement”) with affiliates of Suvretta Capital (now Montanova Capital), Averill Master Fund, Ltd. and Averill Madison Master Fund, Ltd. (together, the “Purchasers” and the “Suvretta Funds”), pursuant to which the Company agreed to issue and sell to the Purchasers an aggregate of 1,481,481 shares of Common Stock at a purchase price of $13.50 per share in a registered direct offering (the “Direct Offering,” and together with the November 2025 Underwritten Offering, the “Offerings”), the same price per share as the price to the public in the November 2025 Underwritten Offering. In connection with their services, the Company entered into a Placement Agency Agreement with Leerink Partners, TD Securities and Evercore ISI pursuant to which the Company agreed to pay such placement agents a fee in an amount equal to 6.0% of the gross proceeds received by the Company from the Direct Offering, subject to the placement agents reimbursing the Company for certain of its expenses. Pursuant to the Purchase Agreement, the Company and the Purchasers entered into a Registration Rights Agreement pursuant to which the Company will agree to register for resale the shares of Common Stock sold in the Direct Offering.

Total gross proceeds received by the Company during the year ended June 30, 2026 from the issuance of common stock totaled $104.5 million, less underwriter issuance costs of $5.7 million and other incidental costs of $0.6 million.

As of June 30, 2026 and June 30, 2025, common stock reserved for future issuance consisted of the following:

 

June 30,
2026

 

June 30,
2025

 

Common stock warrants outstanding

 

20,017,501

 

 

20,443,496

 

Common stock options issued and outstanding

 

7,035,497

 

 

4,902,140

 

Shares available for future issuance under the 2020 Plan

 

1,169,040

 

 

3,302,397

 

Shares reserved for common stock under the At the Market
   Offering

 

8,000,000

 

 

8,000,000

 

Total

 

36,222,038

 

 

36,648,033

 

 

Warrants and Common Stock

On August 29, 2024, the Company’s stockholders approved the exercise of certain existing warrants issued in April 2024, September 15, 2022 and August 11, 2023 in accordance with Nasdaq rules which otherwise would be subject to the Beneficial Ownership Limitation.

On March 25, 2025, the Company entered into an underwriting agreement to which the Company issued and sold (i) 1,143,000 shares of the Company’s common stock, par value $0.0001 per share at a purchase price to investors of $13.00 per share, and (ii) pre-funded warrants to purchase 300,000 shares of Common Stock at an exercise price of $0.0001 per share at a purchase price to investors of $12.999 per warrant. Total gross proceeds from underwriting offering (the “March 2025 Underwritten Offering”) was $18.8 million less underwriter issuance costs of $1.1 million and other cash issuance costs of $0.4 million. The pre-funded warrants are exercisable immediately and do not have an expiration date.

As of June 30, 2026, there were 20,017,501 warrants outstanding.

The activity related to warrants for the fiscal years ended June 30, 2026 and 2025, is summarized as follows:

 

 

Common
Stock from
Warrants

 

 

Weighted-
average
Exercise
Price (per
share)

 

Outstanding and exercisable at July 1, 2024

 

 

34,271,146

 

 

$

1.8453

 

Pre-funded warrants issued March 25, 2025

 

 

300,000

 

 

$

0.0001

 

Pre-funded warrants exercised

 

 

(2,374,583

)

 

$

0.0001

 

Series 2 warrants exercised

 

 

(1,553,927

)

 

$

1.9299

 

Common warrants exercised

 

 

(10,192,840

)

 

$

3.8600

 

Purchase warrants expired

 

 

(6,300

)

 

$

178.5000

 

Outstanding and exercisable at June 30, 2025

 

 

20,443,496

 

 

$

0.9672

 

Pre-funded warrants exercised

 

 

(200,276

)

 

$

0.0001

 

Series 2 warrants exercised

 

 

(63,792

)

 

$

1.9299

 

Common warrants exercised

 

 

(161,927

)

 

$

3.8600

 

Outstanding and exercisable at June 30, 2026

 

 

20,017,501

 

 

$

0.9504

 

 

Equity Incentive Plan

On December 9, 2020, the Company’s stockholders approved the Company’s 2020 Equity and Incentive Compensation Plan (the “2020 Plan”). The 2020 Plan provides for the grant of various equity awards. Currently, only stock options are outstanding under the 2020 Plan. Each option when exercised entitles the option holder to one share of the Company’s common stock. Options are exercisable on or before an expiry date, do not carry any voting or dividend rights, and are not transferable except on death of the option holder or in certain other limited circumstances. Employee stock options vest in increments of one-third on each anniversary of the applicable grant date over three years. Non-employee director options vest in increments of one-third on the day prior to each of the Company’s next three annual stockholder meetings following the grant date. Executive Options granted on December 9, 2024, and December 27, 2024, vest in sixteen substantially equal quarterly installments on the last day of each full fiscal quarter of the Company ending after the grant date. If an option holder dies or terminates employment or service due to Disability (as defined in the 2020 Plan), the option holder generally has 12 months to exercise their vested options, or the options are cancelled. If an option holder otherwise leaves the Company, other than for a termination by the Company for Cause (as defined in the 2020 Plan), the option holder generally has 90 days to exercise their vested options, or the options are cancelled. The maximum contractual term of options granted under the 2020 Plan is ten years. Upon the consummation of a Change in Control (as defined in the 2020 Plan), all unvested stock options will immediately vest as of immediately prior to the Change in Control.

On December 8, 2021, the Company’s stockholders approved an amendment to the 2020 Plan, which increased the number of shares of the Company’s common stock reserved under the 2020 Plan to 108,823 (as adjusted for the Reverse Stock Split). For the fiscal year ended June 30, 2024, our named executive officers were each granted equity incentive awards under the 2020 Plan. On December 6, 2023, the Company’s stockholders approved an amendment to the 2020 Plan, which increased the number of shares of the Company’s common stock reserved under the 2020 Plan to 1,204,537. On August 29, 2024, the Company’s stockholders approved an amendment to the 2020 Plan, which increased the number of shares of the Company’s common stock reserved under the 2020 Plan to 8,204,537.

Equity Awards

The activity related to equity awards, which are comprised of stock options during the fiscal years ended June 30, 2026 and 2025, respectively, is summarized as follows:

 

 

Stock
Options

 

 

Weighted-
average
Exercise
Price

 

 

Weighted-
average
Remaining
Contractual
Term

 

 

Aggregate
Intrinsic
Value

 

Outstanding at July 1, 2024

 

 

1,182,140

 

 

$

6.58

 

 

9.51 years

 

 

$

2,342,847

 

Granted

 

 

3,720,000

 

 

 

12.16

 

 

9.47 years

 

 

 

 

Outstanding at June 30, 2025

 

 

4,902,140

 

 

$

10.81

 

 

9.24 years

 

 

$

7,728,384

 

Granted

 

 

2,142,572

 

 

 

14.10

 

 

9.41 years

 

 

 

 

Forfeited

 

 

(9,215

)

 

 

15.90

 

 

 

 

 

 

 

Outstanding at June 30, 2026

 

 

7,035,497

 

 

$

11.80

 

 

8.59 years

 

 

$

14,513,940

 

Exercisable at June 30, 2026

 

 

2,556,260

 

 

$

10.83

 

 

8.23 years

 

 

$

8,444,710

 

 

 

Share-based Compensation Expense

The weighted-average grant-date fair value of stock options granted during the years ended June 30, 2026 and June 30, 2025 was $12.07 and $10.70, respectively.

The Company estimated the fair value of each employee equity award on the grant date using the Black-Scholes option-pricing model with the following assumptions:

 

 

June 30,

 

 

2026

 

 

2025

 

Expected volatility

 

 

114.2

%

 

 

121.2

%

Expected term

 

6 years

 

 

6 years

 

Risk-free interest rate

 

 

3.79

%

 

 

4.12

%

Expected dividend yield

 

 

%

 

 

%

 

Expected Volatility. The Company has based its estimate of expected volatility on the historical volatility of the price of its common stock. The Company computed historical volatility data using the daily closing prices for its shares during the equivalent period of the calculated expected term of the equity-based awards.

Expected Term. The expected term represents the period that the equity awards are expected to be outstanding. For stock options with service conditions, it is based on the “simplified method” for developing the estimate of the expected life. Under this approach, the expected term is presumed to be the midpoint between the average vesting date and the end of the contractual term.

Risk-free Interest Rate. The Company bases the risk-free interest rate assumption on U.S. Treasury constant maturities with maturities similar to those of the expected term of the equity award being valued.

Expected Dividend Yield. The Company bases the expected dividend yield assumption on the fact that it has never paid dividends and does not expect to pay dividends in the foreseeable future.

In addition to assumptions used in the Black-Scholes option-pricing model, the Company accounts for forfeitures of share-based awards as they occur.

Share-Based Compensation Expense

The classification of share-based compensation expense is summarized as follows:

 

 

June 30,

 

(US$’000)

 

2026

 

 

2025

 

Research and development

 

$

8,575

 

 

$

2,299

 

General and administrative

 

 

17,835

 

 

 

15,127

 

Total share-based compensation expense

 

$

26,410

 

 

$

17,426

 

 

As of June 30, 2026 and 2025, there was $26.0 million and $26.6 million, respectively, of unrecognized share-based compensation expense related to stock options issued under the 2020 Plan. Unrecognized expense as of June 30, 2026 is expected to be recognized over a weighted average period of 2.81 years.