Equity |
9 Months Ended |
|---|---|
Sep. 30, 2026 | |
| Equity [Abstract] | |
| Equity | 7. Equity The Company’s Amended and Restated Certificate of Incorporation designates and authorizes the Company to issue up to 510.0 million shares, consisting of: (i) 500.0 million shares of common stock, par value $0.0001 per share; and (ii) 10.0 million shares of preferred stock, par value $0.0001 per share. Redeemable Convertible Preferred Stock The Company's redeemable convertible preferred stock was converted to common stock in connection with the IPO in September 2025. Common Stock All issued shares of common stock are entitled to vote on a one share/one vote basis. Warrants The Company has issued warrants to investors in connection with prior equity financings as described in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025. See Note 3 Fair Value Measurements for liability-classified warrant activity during the nine months ended September 30, 2026. Private Placements and Pre-Funded Warrants On February 4, 2026, the Company entered into a Securities Purchase Agreement with certain investors in connection with a private placement. Pursuant to the agreement, the Company agreed to issue (i) 3,306,571 shares of its common stock, par value $0.0001 per share, at a purchase price of $21.17 per share and (ii) pre-funded warrants to purchase an aggregate of 1,417,107 shares of common stock at a purchase price of $21.1699 per pre-funded warrant, which represents the $21.17 share price less the $0.0001 per share exercise price. The transaction closed on February 6, 2026 and resulted in aggregate gross proceeds of approximately $100.0 million, consisting of approximately $70.0 million from the sale of common stock and approximately $30.0 million from the sale of pre-funded warrants. Entities affiliated with Deep Track Capital, LP are beneficial owners of more than 10% of our common stock and participated in the February 2026 private placement, purchasing 472,369 pre-funded warrants at a purchase price of $21.1699 per pre-funded warrant. On July 28, 2026, the Company entered into a Securities Purchase Agreement with certain investors in connection with a private placement. Pursuant to the Securities Purchase Agreement, the Company agreed to issue (i) 3,577,560 shares of the Company’s common stock, par value $0.0001 per share, at a purchase price of $34.94 per share and (ii) pre-funded warrants to purchase up to 715,513 shares of the Company’s common stock at a purchase price of $34.9399 per pre-funded warrant, which represents the $34.94 per share price less the $0.0001 per share exercise price. The transaction closed on July 30, 2026 and resulted in aggregate gross proceeds of $150.0 million, consisting of approximately $125.0 million from the sale of the Company’s common stock and approximately $25.0 million from the sale of pre-funded warrants. Entities affiliated with Deep Track Capital, LP are beneficial owners of more than 10% of our common stock and participated in the July 2026 private placement, purchasing 286,205 pre-funded warrants at a purchase price of $34.9399 per pre-funded warrant. For each private placement the Company determined that the pre-funded warrants meet the conditions for equity classification and, accordingly, recorded the pre-funded warrants in permanent equity within additional paid-in capital. The common stock issued in the transaction was also recorded in permanent equity. Direct and incremental offering costs related to the transaction were recorded as a reduction of additional paid-in capital. Each pre-funded warrant is exercisable for one share of common stock at an exercise price of $0.0001 per share and has no expiration date. The pre-funded warrants are exercisable at any time following issuance and may be exercised for cash or, in certain circumstances, on a cashless basis. The pre-funded warrants do not provide general stockholder rights prior to exercise, except as otherwise provided in the warrant agreements, including with respect to certain pro rata distributions, purchase rights and fundamental transactions. The Company has reserved a sufficient number of authorized and unissued shares of common stock to satisfy exercise of the outstanding pre-funded warrants. In connection with the private placements, the Company also entered into registration rights agreements with the investors. Pursuant to the registration rights agreement related to the private placement on February 4, 2026, the Company filed a registration statement on Form S-1 (File No. 333-294900) on April 6, 2026 (the “S-1 Registration Statement”), which was declared effective by the SEC on April 14, 2026, covering the resale of the Registrable Securities (as such term is defined in the Securities Purchase Agreement). In connection with the private placement on July 28, 2026, the Company filed a registration statement on Form S-3ASR (File No. 333-299235) on October 1, 2026 (the “S-3 Registration Statement”), which became automatically effective upon filing. The S-3 Registration Statement also registered any and all unsold or unissued shares of common stock by the selling stockholders under the S-1 Registration Statement. Upon the effectiveness of the S-3 Registration Statement, the Company filed a post-effective amendment and terminated any and all offerings of the Company’s securities pursuant to the S-1 Registration Statement. |