Capital Structure |
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Sep. 30, 2026 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Equity [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Capital Structure | Capital Structure Pursuant to the Company’s amended and restated certificate of incorporation, the Company is authorized to issue two classes of stock, common stock and preferred stock. At September 30, 2026, the Company was authorized to issue 205,000,000 shares of capital stock, of which 200,000,000 was common stock and 5,000,000 was preferred stock. All shares of common and preferred stock have a par value of $0.001 per share. Phase 2 Topline LOTUS Data Financing On May 7, 2026, following the release of the Phase 2 topline LOTUS data, the Company completed a follow-on offering of its common stock and pre-funded warrants for net proceeds of $404.9 million. The Company issued and sold (i) 22,899,500 shares of common stock, including full exercise of the underwriters’ option to purchase an additional 3,169,500 shares, at a public offering price of $17.75 per share and (ii) pre-funded warrants to purchase 1,400,000 shares of common stock at a public offering price of $17.749 per pre-funded warrant, which represents the per share public price of each share of common stock, less the $0.001 per share exercise price for each pre-funded warrant. AlmataBio Milestone Buyout Option and Amendment Agreement In the second quarter of 2026, the Company entered into the AlmataBio Buyout Agreement (refer to Note 4 - Fair Value Measurements of the unaudited condensed and consolidated financial statements for more information). In the second quarter of 2026, the Company made the $2.25 million upfront payment and exercised the Milestone Buyout Option, which was settled in 50% cash and 50% common stock, resulting in the payment of $2.6 million and the issuance of 128,189 shares of common stock to the former AlmataBio stockholders. Series C Preferred Stock As of September 30, 2026, the Company had 5,000,000 shares of Preferred Stock authorized, of which 3,359 shares were designated as Series C Preferred Stock. As of September 30, 2026, there were 3,359 shares of Series C Preferred Stock outstanding. The Series C Preferred Stock has a par value of $0.001 per share. The Series C Preferred Stock has no voting rights, no liquidation preference, and is not redeemable. In the event of any liquidation, dissolution or winding up of the Company, holders of Series C Preferred Stock are entitled to be paid out of the assets with the Company legally available for distribution to its stockholders on an as-converted and pari-passu basis with common stock. The Series C Preferred Stock is subject to broad-based weighted average anti-dilution protection for certain issuances of common stock and securities convertible into common stock. The Series C Preferred Stock is entitled to receive dividends equal to and in the same form, and in the same manner, based on the then-current conversion ratio as dividends actually paid on shares of the common stock, when, as and if such dividends are paid on shares of the common stock. During the three and nine months ended September 30, 2026, an aggregate of approximately 726 and 11,138 shares of Series C Preferred Stock were converted to 726,000 and 11,138,306 shares of common stock, respectively. Exchange Agreement and Series C-1 Preferred Stock On June 11, 2026, the Company entered into an exchange agreement (the “Exchange Agreement”) with an accredited investor to exchange 4,295 outstanding shares of the Company’s outstanding Series C Preferred Stock for 4,295 of the Company’s newly created Series C-1 non-voting convertible preferred stock (the “Series C-1 Preferred Stock”). The purpose of the exchange was to provide the investor with a class of preferred stock identical to the current Series C Preferred Stock other than the removal of the restrictions applicable to the investor in the Series C Preferred Stock preventing the investor from increasing its beneficial ownership limit from 4.99% of the Company’s common stock to 9.99% of the Company’s common stock. Accordingly, the terms and rights related to the Series C-1 Preferred Stock are consistent with the Series C Preferred Stock above. As of September 30, 2026, there were 4,295 shares of Series C-1 Preferred Stock authorized and outstanding. During the three and nine months ended September 30, 2026, no shares of Series C-1 Preferred Stock were converted to shares of common stock. Subsequent to September 30, 2026, an aggregate of approximately 2,500 shares of Series C-1 Preferred Stock were converted to 2,500,000 shares of common stock. Series D and Series E Preferred Stock As a condition to the private placement investment which closed in March 2024, a single share of Series D Preferred Stock and a single Series E Preferred Stock were issued to two institutional investors that participated in the private placement. Both the Series D and the Series E Preferred Stock, which were both redeemed during the nine months ended September 30, 2026, had a par value and liquidation preference of $0.001 per share. The Series D and Series E Preferred Stock did not have voting rights, were not entitled to dividends, and were not convertible into common stock. Each of the holders of the Series D and Series E Preferred Stock had the option to require the Company to redeem their shares at a price equal to the par value at any time. The Company retained the right to redeem the Series D and Series E Preferred Stock at a price equal to the par value if the holder owned less than a certain threshold of the Company’s outstanding common stock. The Series D and Series E Preferred Stock did not provide the holders with substantive economics, and were issued solely to allow for the institutional investors to appoint a director to the Company’s board of directors. Because the Series D and Series E Preferred Stock were redeemable at par value outside the control of the Company, they were recognized outside of permanent equity. In the second quarter of 2026, the Series D and Series E Preferred Stock were redeemed by the holders. As such, there are no remaining shares of Series D or Series E Preferred Stock authorized or outstanding as of September 30, 2026. At-the-Market Offering Program In June 2025, the Company entered into an “at-the-market” sales agreement with TD Securities (USA) LLC (“TD Cowen”), pursuant to which the Company may sell, from time to time, shares of its common stock having an aggregate offering price of up to $75.0 million through TD Cowen (the “ATM Program”). There were no sales under the ATM Program during the nine months ended September 30, 2026. Common Stock Warrants At September 30, 2026, the following common stock warrants, including the Company’s pre-funded warrants, were outstanding:
Subsequent to September 30, 2026, the 1,400,000 pre-funded warrants were exercised for 1,400,000 shares of common stock.
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