Stockholders’ Equity (Deficit) |
9 Months Ended | |||||||||||||||||||||||||
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Sep. 30, 2026 | ||||||||||||||||||||||||||
| Stockholders’ Equity (Deficit) [Abstract] | ||||||||||||||||||||||||||
| Stockholders’ Equity (Deficit) | 11. Stockholders’ Equity (Deficit)
The Company’s capital structure following the Merger, which was accounted for as a reverse recapitalization (see Note 1), is described below.
Preferred Stock
As of September 30, 2026, the Company was authorized to issue 10,000,000 shares of preferred stock, par value $0.0001 per share. shares of preferred stock were issued or outstanding as of September 30, 2026. Legacy Ionetix’s redeemable convertible preferred stock outstanding as of December 31, 2025 was classified outside of stockholders’ equity (deficit) as temporary equity and is discussed in Note 10.
Common Stock
As of September 30, 2026, the Company was authorized to issue 510,000,000 shares of common stock, par value $0.0001 per share, of which 106,313,117 shares were issued and outstanding. As of December 31, 2025, Legacy Ionetix was authorized to issue 219,481,484 shares of Legacy Ionetix common stock, par value $0.0001 per share, of which 26,163,296 shares were issued and outstanding. After giving effect to the Conversion Ratio, these amounts correspond to 110,048,016 authorized shares and 13,118,276 shares of the Company’s common stock issued and outstanding, as presented in the condensed consolidated balance sheets.
Each share of common stock entitles the holder to one vote on all matters submitted to a vote of the Company’s stockholders. Holders of common stock are entitled to receive dividends, if any, as may be declared by the Board of Directors, subject to the preferential rights of holders of any outstanding preferred stock. dividends were declared or paid during the three and nine months ended September 30, 2026 or 2025.
Conversion of Redeemable Convertible Preferred Stock
Immediately prior to the Merger, Legacy Ionetix had 149,616,222 shares of redeemable convertible preferred stock outstanding, before giving effect to the Conversion Ratio. In connection with the Merger, all outstanding shares of Legacy Ionetix redeemable convertible preferred stock were converted into 75,017,573 shares of the Company’s common stock. The carrying value of the redeemable convertible preferred stock at the Merger closing date of $197.9 million was reclassified from temporary equity to permanent equity.
Following the Merger, no shares of redeemable convertible preferred stock remained issued or outstanding.
Common Stock Issued in Connection with the Merger
In connection with the Merger and reverse recapitalization, the Company issued 4,400,000 shares of common stock to holders of JDEV common stock. Because the Merger was accounted for as a reverse recapitalization, the issuance of shares to JDEV stockholders was reflected as part of the recapitalization of Legacy Ionetix and recorded within stockholders’ equity.
Private Placement Offering
In connection with the Merger and a subsequent closing in June 2026, the Company issued an aggregate of 10,962,268 shares of common stock at a purchase price of $3.00 per share in private placement offerings, resulting in aggregate gross proceeds of $32.9 million.
Transaction costs attributable to the private placement offerings were recorded as a reduction of additional paid-in capital. See Note 2 “Transaction Costs” for additional information.
In connection with the private placement offerings, the Company issued warrants to purchase an aggregate of 876,983 shares of common stock to the placement agent at an exercise price of $3.00 per share. The placement agent warrants are classified as stockholders’ equity. See Note 13 for additional information.
Common Stock Issued Pursuant to Termination Agreement
In April 2026, the Company entered into the Termination Agreement with an investor pursuant to which certain investor rights, including a make-whole right, were terminated. As consideration for the termination, the Company issued 277,696 shares of common stock to the investor. The shares were measured at a fair value of $833 based on the $3.00 per share price of the contemporaneous private placement offering.
The Company recorded the issuance of the common stock within stockholders’ equity. The difference between the fair value of the common stock issued and the carrying amount of the related derivative liability derecognized in connection with the Termination Agreement was recognized in other income (expense), net in the condensed consolidated statements of operations. See Note 6 and Note 7 for additional information regarding the related make-whole provisions and derivative liabilities.
As of September 30, 2026, the Company had reserved shares of common stock for future issuance as follows:
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