v3.26.3
Common and Preferred Stock
9 Months Ended
Sep. 30, 2026
Equity [Abstract]  
Common and Preferred Stock

12. Common and Preferred Stock

The Company is authorized to issue 800,000,000 shares of common stock, par value $0.01 per share, and 10,000,000 shares of undesignated preferred stock, par value $0.01 per share, issuable in one or more series as designated by the Company’s board of directors. No other class of capital stock is authorized. As of September 30, 2026 and December 31, 2025, 321,633,894 and 307,832,587 shares of common stock, respectively, were issued and outstanding and no shares of preferred stock were outstanding.

On July 23, 2026, the Company entered into a securities purchase agreement with certain institutional investors in connection with a private placement financing. Pursuant to the terms of the agreement, on July 24, 2026, the Company sold an aggregate of 10,440,838 shares of its common stock and, in lieu of common stock to certain investors, pre-funded warrants to purchase up to an aggregate of 2,412,632 shares of its common stock. The pre-funded warrants were issued at a purchase price of $3.88 per pre-funded warrant, which represents the purchase price of each share of common stock of $3.89 less the $0.01 per share exercise price of each pre-funded warrant. The pre-funded warrants are exercisable at any time following issuance, subject to certain beneficial ownership limitations, and will not expire until exercised in full. The pre-funded warrants are classified as equity within the Company's consolidated balance sheets. The Company received net proceeds from the private placement financing of approximately $49.8 million, after deducting estimated offering expenses. The Company may receive nominal additional proceeds upon the exercise of the pre-funded warrants.

The following provides a roll forward of outstanding pre-funded warrants to purchase common stock as of September 30, 2026:

 

 

Number of Shares of Common Stock Issuable

 

 

Weighted Average
Exercise Price

 

Pre-funded warrants outstanding, January 1, 2026

 

 

—

 

 

$

—

 

Issued

 

 

2,412,632

 

 

 

0.01

 

Exercised

 

 

—

 

 

 

—

 

Forfeited

 

 

—

 

 

 

—

 

Outstanding, September 30, 2026

 

 

2,412,632

 

 

$

0.01

 

In February 2018, the Company entered into a controlled equity offering sales agreement with Cantor Fitzgerald & Co. (“Cantor Fitzgerald”), as sales agent, which was amended and restated in February 2025 (as amended, the “CF Sales Agreement”). Pursuant to the CF Sales Agreement, the Company may offer and sell, from time to time, through Cantor Fitzgerald, shares of the Company’s common stock. Cantor Fitzgerald may sell shares by any method deemed to be an “at-the-market offering” as defined in Rule 415 under the Securities Act of 1933, as amended. On February 26, 2025, the Company filed a sales agreement prospectus under a registration statement on Form S-3, which became effective upon filing, covering the sale of up to $200.0 million of our common stock through Cantor Fitzgerald under the CF Sales Agreement. There have been no sales under the CF Sales Agreement since 2023.

There were no proceeds from the market price stock purchase plan ("MPSPP") during the three months ended September 30, 2026. During the nine months ended September 30, 2026, the Company received $0.5 million from the MPSPP for 164,952 shares of common stock. During the nine months ended September 30, 2025, the Company received $0.4 million from the MPSPP for 86,684 shares of common stock.

For shares of common stock issued pursuant to the Company's 2004 employee stock purchase plan ("ESPP"), see Note 14 – Stock-Based Compensation Expense.