v3.26.3
Stockholders' Equity
 9 Months Ended
Sep. 30, 2026
Equity [Abstract]  
Stockholders' Equity

7. Stockholders’ Equity

Authorized, Issued, and Outstanding Common Stock

The Company’s authorized common stock has a par value of $0.001 per share and consists of 60,000,000 shares as of September 30, 2026, and December 31, 2025; 9,952,738 and 5,442,688 shares were issued and outstanding at September 30, 2026 and December 31, 2025, respectively. See Note 12 for further details on the March 2026 Private Placement.

On May 28, 2026, the Company filed with the Secretary of State of the State of Delaware a Certificate of Amendment to the Company’s Amended and Restated Certificate of Incorporation, to effect a one-for-eight (1:8) reverse stock split of its outstanding common stock and a reduction in the total number of authorized shares of its common stock from 150,000,000 to 18,750,000, effective as of May 29, 2026.

On June 26, 2026, the Company filed a Certificate of Amendment to its Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware to increase the number of authorized shares of the Company’s stock from 23,750,000 shares to 65,000,000 shares, which reflects the increase in the number of authorized shares of the Company’s common stock, par value $0.001 per share, from 18,750,000 shares to 60,000,000 shares. The amendment was approved by the Company’s stockholders at the 2026 Annual Meeting of Stockholders held on June 25, 2026.

The following table summarizes common stock share activity for the three and nine months ended September 30, 2026 and 2025 (dollars in thousands):

 

 

Three Months Ended September 30, 2026

 

 

 

Shares of
Common Stock

 

 

Common
Stock

 

 

Additional
Paid-in
Capital

 

 

Accumulated
Deficit

 

 

Total
Stockholders’ Equity

 

Balance, June 30, 2026

 

 

9,949,609

 

 

$

10

 

 

$

465,966

 

 

$

(399,046

)

 

$

66,930

 

Net loss

 

 

—

 

 

 

—

 

 

 

—

 

 

 

(8,458

)

 

 

(8,458

)

Stock-based compensation expense

 

 

—

 

 

 

—

 

 

 

562

 

 

 

—

 

 

 

562

 

Common stock issued through employee stock purchase plan

 

 

3,129

 

 

 

—

 

 

 

13

 

 

 

—

 

 

 

13

 

Balance, September 30, 2026

 

 

9,952,738

 

 

$

10

 

 

$

466,541

 

 

$

(407,504

)

 

$

59,047

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended September 30, 2025

 

 

 

Shares of
Common Stock

 

 

Common
Stock

 

 

Additional
Paid-in
Capital

 

 

Accumulated
Deficit

 

 

Total
Stockholders’ Equity

 

Balance, June 30, 2025

 

 

4,896,867

 

 

$

5

 

 

$

433,273

 

 

$

(388,811

)

 

$

44,467

 

Net loss

 

 

—

 

 

 

—

 

 

 

—

 

 

 

(8,591

)

 

 

(8,591

)

Stock-based compensation expense

 

 

—

 

 

 

—

 

 

 

526

 

 

 

—

 

 

 

526

 

Common stock issued through employee stock purchase plan

 

 

3,972

 

 

 

—

 

 

 

25

 

 

 

—

 

 

 

25

 

Common stock issued, net of expenses

 

 

343,750

 

 

 

—

 

 

 

3

 

 

 

—

 

 

 

3

 

Balance, September 30, 2025

 

 

5,244,589

 

 

$

5

 

 

$

433,827

 

 

$

(397,402

)

 

$

36,430

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Nine Months Ended September 30, 2026

 

 

 

Shares of
Common Stock

 

 

Common
Stock

 

 

Additional
Paid-in
Capital

 

 

Accumulated
Deficit

 

 

Total
Stockholders’
Equity

 

Balance, December 31, 2025

 

 

5,442,688

 

 

$

5

 

 

$

434,515

 

 

$

(385,144

)

 

$

49,376

 

Net loss

 

 

—

 

 

 

—

 

 

 

—

 

 

 

(22,360

)

 

 

(22,360

)

Stock-based compensation expense

 

 

—

 

 

 

—

 

 

 

1,710

 

 

 

—

 

 

 

1,710

 

Common stock issued through employee stock purchase plan

 

 

6,729

 

 

 

—

 

 

 

30

 

 

 

—

 

 

 

30

 

Common stock issued for vested restricted stock units

 

 

159,571

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

Common stock issued for Shares, net of offering costs

 

 

4,343,750

 

 

 

5

 

 

 

21,067

 

 

 

—

 

 

 

21,072

 

Proceeds allocated for Pre-Funded Warrants, net of offering costs

 

 

—

 

 

 

—

 

 

 

5,305

 

 

 

—

 

 

 

5,305

 

Reclass of warrant liability for March 2026 Private Placement

 

 

—

 

 

 

—

 

 

 

3,914

 

 

 

—

 

 

 

3,914

 

Balance, September 30, 2026

 

 

9,952,738

 

 

$

10

 

 

$

466,541

 

 

$

(407,504

)

 

$

59,047

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Nine Months Ended September 30, 2025

 

 

 

Shares of
Common Stock

 

 

Common
Stock

 

 

Additional
Paid-in
Capital

 

 

Accumulated
Deficit

 

 

Total
Stockholders’
Equity

 

Balance, December 31, 2024

 

 

4,746,748

 

 

$

5

 

 

$

431,607

 

 

$

(376,535

)

 

$

55,077

 

Net loss

 

 

—

 

 

 

—

 

 

 

—

 

 

 

(20,867

)

 

 

(20,867

)

Stock-based compensation expense

 

 

—

 

 

 

—

 

 

 

2,165

 

 

 

—

 

 

 

2,165

 

Common stock issued through employee stock purchase plan

 

 

7,936

 

 

 

—

 

 

 

51

 

 

 

—

 

 

 

51

 

Common stock issued for vested restricted stock units

 

 

146,155

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

Common stock issued, net of expenses

 

 

343,750

 

 

 

—

 

 

 

4

 

 

 

—

 

 

 

4

 

Balance, September 30, 2025

 

 

5,244,589

 

 

$

5

 

 

$

433,827

 

 

$

(397,402

)

 

$

36,430

 

 

Shares Reserved for Future Issuance

The Company had reserved shares of common stock for future issuance as follows:

 

 

 

September 30, 2026

 

 

December 31, 2025

 

Outstanding stock options

 

 

639,693

 

 

 

443,651

 

Outstanding restricted stock units

 

 

449,854

 

 

 

332,974

 

Pre-funded warrants to purchase common stock associated with the December 2020 public offering

 

 

400,000

 

 

 

400,000

 

Warrants to purchase common stock associated with the April 2022 public offering

 

 

1,875,003

 

 

 

1,875,003

 

Pre-funded warrants to purchase common stock associated with the April 2022 public offering

 

 

398,727

 

 

 

398,727

 

Warrants to purchase common stock associated with the March 2026 Private Placement

 

 

5,437,464

 

 

 

—

 

Pre-funded warrants to purchase common stock associated with March 2026 Private Placement

 

 

1,093,744

 

 

 

—

 

Warrants to purchase common stock associated with loan agreement

 

 

24,851

 

 

 

24,851

 

Warrant to purchase common stock associated with Danforth

 

 

6,250

 

 

 

6,250

 

For possible future issuance under 2024 Plan (Note 8)

 

 

1,480,712

 

 

 

558,739

 

For possible future issuance under employee stock purchase plan

 

 

164,475

 

 

 

171,203

 

For possible future issuance under 2015 Plan (Note 8)

 

 

288,695

 

 

 

83,207

 

Total common shares reserved for future issuance

 

 

12,259,468

 

 

 

4,294,605

 

Common Warrants Associated with the March 2026 Private Placement and April 2022 Public Offering

The Company concluded that the March 2026 Private Placement common warrants initially did not meet the criteria for equity classification under the guidance of ASC 815 as the Company did not have sufficient authorized and unissued shares to satisfy the warrants if exercised. The Company initially recognized the March 2026 Private Placement common warrants as a liability at their fair value using the Black-Scholes valuation model with the changes in the fair value being recognized in the accompanying unaudited condensed consolidated statements of operations. The March 2026 Private Placement common warrants were only exercisable upon the receipt of Stockholder Approval to increase the Company's authorized shares (see Note 12) which occurred on June 25, 2026. Upon receipt of the Stockholder Approval on June 25, 2026, the warrant liability was remeasured and reclassified to additional paid-in capital. For the nine months ended September 30, 2026, the Company recognized a gain of $7.5 million on the warrant liability fair value adjustment for the March 2026 Private Placement common warrants.

The fair value of the April 2022 public offering outstanding common warrants has been determined using the Black-Scholes valuation model, and the changes in the fair value are recorded in the accompanying unaudited condensed consolidated statements of operations. The outstanding common warrants associated with the April 2022 public offering meet the definition of a derivative pursuant to ASC 815 and do not meet the derivative scope exception given the common warrants do not qualify under the indexation guidance. As a result, the April 2022 public offering common warrants were initially recognized as liabilities and measured at fair value using the Black-Scholes valuation model.

For the three months ended September 30, 2026 and 2025, the Company recognized losses of $0.2 million and $0.6 million, respectively, on the warrant liability fair value adjustment for the April 2022 public offering common warrants. For the nine months ended September 30, 2026 and 2025, the Company recognized gains of $1.2 million and $4.5 million, respectively, on the warrant liability fair value adjustment for the April 2022 public offering common warrants. As of September 30, 2026 and December 31, 2025, the fair value of the warrant liabilities was $1.0 million and $2.2 million, respectively.