Convertible Preferred Stock and Stockholders' Equity (Deficit) |
9 Months Ended | |||||||||||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Sep. 30, 2026 | ||||||||||||||||||||||||||||||||||||
| Equity [Abstract] | ||||||||||||||||||||||||||||||||||||
| Convertible Preferred Stock and Stockholders' Equity (Deficit) | 6. Convertible Preferred Stock and Stockholders' Equity (Deficit) Pre-Funded Warrants In September 2026, pursuant to the Securities Purchase Agreement and immediately prior to the Closing, certain new and current investors purchased pre-funded warrants of Pre-Merger Korsana for $11.4016 per warrant as adjusted for the Exchange Ratio. At the Closing of the Merger, these pre-funded warrants automatically converted into pre-funded warrants of the Company to purchase 4,183,665 shares of the Company's common stock. In addition, pursuant to the Merger Agreement, certain holders of Pre-Merger Korsana Series A Preferred Stock received, in lieu of shares of the Company's common stock that would have caused such holders to exceed their beneficial ownership limitations, pre-funded warrants of the Company to purchase an aggregate of 1,178,181 shares of the Company's common stock. All of the pre-funded warrants have an exercise price of $0.0001 per share, were recorded as a component of stockholders' equity (deficit) within additional paid-in capital, and have no expiration date. As of September 30, 2026, none of the pre-funded warrants have been exercised and pre-funded warrants to purchase 5,361,846 shares of the Company's common stock remain outstanding. Convertible Preferred Stock
On November 21, 2024, Pre-Merger Korsana issued 8,000,000 shares of Series A Convertible Preferred Stock at $1.25 per share for gross proceeds of $10.0 million, of which 4,000,000 shares each were issued to Fairmount Healthcare Fund II L.P. ("Fairmount Fund II") and certain Venrock-affiliated entities ("Venrock"), both related parties.
On September 11, 2025, Pre-Merger Korsana issued an additional 12,000,000 shares of Series A Convertible Preferred Stock at $1.25 per share for gross proceeds of $15.0 million, with 6,000,000 shares each issued to Fairmount Fund II and Venrock. In connection with this financing, Pre-Merger Korsana amended its certificate of incorporation to reclassify the 20,000,000 outstanding shares of Series A Convertible Preferred Stock as Series Seed Convertible Preferred Stock and authorize a new series of Series A Convertible Preferred Stock.
On September 15, 2025, Pre-Merger Korsana issued 75,500,000 shares of the new Series A Convertible Preferred Stock at $2.00 per share for gross proceeds of $151.0 million, including 12,500,000 shares each issued to Fairmount Fund II and Venrock. In September 2026, upon the Closing of the Merger, the outstanding Pre-Merger Korsana Series Seed Preferred Stock converted into 4,148 shares of Series B Preferred Stock and the outstanding Pre-Merger Korsana Series A Preferred Stock converted into 14,480,515 shares of common stock and pre-funded warrants to purchase 1,178,181 shares of the Company's common stock. Pursuant to the Certificate of Designation of Preferences, Rights and Limitations of the Series B Non-Voting Convertible Preferred Shares (the "Series B Certificate of Designation"), holders of Series B Preferred Stock are entitled to receive dividends on shares of Series B Preferred Stock equal to, on an as-if-converted-to-Company common stock basis, and in the same form as, dividends actually paid on Company common stock. Except as provided in the Series B Certificate of Designation or as otherwise required by law, the Series B Preferred Stock do not have voting rights. The Series B Preferred Stock shall rank on parity with the Company common stock as to the distribution of assets upon any liquidation, dissolution, or winding-up of the Company. Each share of Series B Preferred Stock is convertible at the option of the holder, at any time, and without the payment of additional consideration by the holder into common stock of the Company. As of September 30, 2026, each outstanding share of Series B Preferred Stock was convertible into common stock at a ratio of 1,000:1. Holders of the Series B Preferred Stock have certain rights to designate members of the Company's Board of Directors. Directors designated by the Series B Preferred Stockholders are entitled to three votes on each matter presented to the Board of Directors, compared to one vote for each other director, subject to the terms of the Company's governing documents. Common Stock
As of September 30, 2026 and December 31, 2025, the Company was authorized to issue 400,000,000 and 122,363,552 shares of common stock, respectively, with no par value per share, of which 45,541,358 and 1,244,400 shares, respectively, were issued and outstanding. The shares outstanding as of December 31, 2025 were issued in connection with restricted stock awards (“RSAs”), including unvested RSAs, which are considered legally issued and outstanding.
Upon completion of the Merger on September 8, 2026, all outstanding shares of Pre-Merger Korsana common stock were exchanged for shares of the Company's common stock based on the Exchange Ratio. Each share of common stock entitles the holder to one vote on matters submitted to stockholders and the right to receive dividends, if declared by the Board of Directors. Holders of Series B Non-Voting Convertible Preferred Stock participate in dividends on an as-converted basis without preferential dividend rights over common stock. Upon liquidation, dissolution or winding up, common stockholders are entitled to their proportionate share of remaining assets, subject to the rights of any outstanding preferred stock. As of September 30, 2026, the Company had common stock reserved for future issuance as follows:
|
|||||||||||||||||||||||||||||||||||