Stockholders’ Equity |
9 Months Ended |
|---|---|
Sep. 30, 2026 | |
| Equity [Abstract] | |
| Stockholders' Equity | Stockholders’ Equity Common and Preferred Stock The Company’s amended and restated certificate of incorporation authorizes the issuance of up to 175,000,000 shares of $0.0001 par value common stock and up to 25,000,000 shares of $0.0001 par value undesignated preferred stock. The Company’s Board of Directors (the “Board”) may designate the rights, preferences, privileges, and restrictions of the preferred stock, including dividend rights, conversion rights, voting rights, terms of redemption, liquidation preference, and number of shares constituting any series or the designation of any series. The issuance of preferred stock could have the effect of restricting dividends on the Company’s common stock, diluting the voting power of the Company’s common stock, impairing the liquidation rights of the Company’s common stock, or delaying or preventing a change in control. As of September 30, 2026, no shares of preferred stock were outstanding. Recent Equity Financings - Private Placement The Initial Closing of the Private Placement occurred on September 11, 2025. At the Initial Closing, the Company issued and sold 26,681,053 shares of the Company’s common stock priced at $1.53 per share to certain investors, some of which were affiliated with directors of the Company, and 36,361 shares of common stock priced at $1.65 per share to certain directors, management and consultants of the Company (collectively, the “Initial Closing Shares”). In lieu of common stock, certain investors were sold pre-funded warrants to purchase 6,003,758 shares of common stock (the “Initial Closing Warrant Shares,” and together with the Initial Closing Shares, the “Initial Closing Securities”) at an offering price of $1.5299 per pre-funded warrant. Gross proceeds to the Company totaled $50.1 million before deducting $3.3 million of placement agent fees and other expenses. The Second Closing of the Private Placement occurred on August 3, 2026. At the Second Closing, the Company issued and sold 10,756,498 shares of the Company's common stock priced at $1.53 per share to certain investors, some of which were affiliated with directors of the Company, and 39,306 shares of common stock priced at $1.65 per share to certain directors, management and consultants of the Company (collectively, the “Second Closing Shares”). In lieu of common stock, certain investors were sold pre-funded warrants to purchase 21,925,368 shares of common stock (the “Second Closing Warrant Shares,” and together with the Second Closing Shares, the “Second Closing Securities”) at an offering price of $1.5299 per pre-funded warrant. Gross proceeds to the Company totaled $50.1 million before deducting $3.2 million of placement agent fees and other expenses. The pre-funded warrants issued in the Initial Closing and the Second Closing have an exercise price of $0.0001 per Initial Closing Warrant Share and Second Closing Warrant Share, subject to customary adjustments, are exercisable at any time, do not expire until exercised in full, and are exercisable on a net exercise “cashless” basis. The pre-funded warrants may not be exercised if the aggregate number of shares of common stock beneficially owned by the holder thereof immediately following such exercise would exceed a specified beneficial ownership limitation, not to exceed 19.99%. In connection with the Initial Closing of the Private Placement, on November 3, 2025, the Company filed a registration statement on Form S-3 (the “Initial Registration Statement”) with the SEC, which subsequently became effective, to register the Initial Closing Shares for resale and, as applicable, the Initial Closing Warrant Shares. Following the Second Closing, the Company filed a second registration statement (the “Second Registration Statement”) with the SEC on August 6, 2026, which subsequently became effective, to register the Second Closing Shares for resale and, as applicable, the Second Closing Warrant Shares. The Company concluded that the pre-funded warrants issued in the Initial Closing and the Second Closing met the conditions to be classified as equity instruments. At-the-Market Sales Agreement On November 10, 2025, the Company filed a shelf registration statement on Form S-3 (the “Shelf Registration Statement”), which subsequently became effective. Pursuant to the Shelf Registration Statement, the Company may offer and sell up to $300.0 million of a variety of securities, including common stock, preferred stock, warrants or debt securities. In connection with the filing of the Shelf Registration Statement, the Company also entered into a sales agreement (the “Sales Agreement”) with Leerink Partners, as sales agent, pursuant to which it may issue and sell shares of its common stock for a maximum aggregate offering price of up to $100.0 million, which is included in the $300.0 million of securities that may be offered pursuant to the Shelf Registration Statement. Pursuant to the Sales Agreement, the Company will pay the sales agent a commission rate of up to 3.0% of the gross proceeds from the sale of any shares of its common stock. The Company is not obligated to make any sales of shares of its common stock under the Sales Agreement. During the three and nine months ended September 30, 2026, the Company did not issue any shares of its common stock under the Sales Agreement.
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