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Stockholders' Equity
 6 Months Ended
Jun. 30, 2026
Stockholders Equity Note [Abstract]  
Stockholders' Equity
6.
Stockholders’ Equity

On June 3, 2026, the Company filed an amendment to the Company’s Restated Certificate of Incorporation, as amended to increase the number of authorized shares of the Company’s common stock from 200,000,000 to 400,000,000 shares, following approval of the amendment by the stockholders of the Company at the Company’s 2026 annual meeting of stockholders held on the same date.

The Company had reserved shares of common stock for future issuance as shown in the table below:

 

 

 

June 30,
2026

 

 

December 31,
2025

 

Shares of common stock reserved for future issuance upon exercise of outstanding warrants and pre-funded warrants

 

 

19,100,800

 

 

 

19,100,800

 

Shares of common stock reserved for future issuance upon exercise under the Amended and Restated 2019 Stock Incentive Plan

 

 

11,386,272

 

 

 

9,023,200

 

Shares of common stock reserved for future issuance under the 2019 Employee Stock Purchase Plan

 

 

1,097,288

 

 

 

1,103,842

 

Shares of common stock reserved for future issuance upon exercise under the 2012 Stock Incentive Plan

 

 

278,418

 

 

 

278,418

 

 

 

31,862,778

 

 

 

29,506,260

 

At-the-Market Offering

In June 2023, the Company entered into an at-the-market sales agreement with Leerink Partners, LLC (formerly SVB Securities LLC) (the “ATM Sales Agreement”), under which the Company may issue and sell shares of common stock, from time to time by any method that is deemed an “at-the-market” offering as defined in Rule 415(a)(4) under the Securities Act. The Company is not obligated to make any sales of its common stock under the ATM Sales Agreement.

In November 2025, the Company filed an automatic universal shelf registration statement on Form S-3 (the “2025 Shelf Registration Statement”) with the SEC, which became effective upon filing. The 2025 Shelf Registration Statement permits the Company to offer and sell an indeterminate amount of common stock, preferred stock, debt securities, units and/or warrants from time to time pursuant to one or more offerings at prices and terms to be determined at the time of sale. The 2025 Shelf Registration Statement was filed to replace the Company’s prior universal shelf registration statement. Concurrently with the filing of the 2025 Shelf Registration Statement, the Company filed a new prospectus supplement pursuant to which shares of the Company’s common stock having an aggregate offering price of up to $200.0 million may be offered and sold from time to time under the ATM Sales Agreement. No shares were sold under the ATM Sales Agreement during the six months ended June 30, 2026.

Private Placements

On October 18, 2021, the Company issued and sold to New Enterprise Associates 16, L.P., an existing stockholder of the Company (“NEA”) and related party, in a private placement, 1,851,852 shares of the Company’s common stock and accompanying warrants to purchase an aggregate of 3,703,704 shares of the Company’s common stock. Each share of the Company’s common stock and accompanying common stock warrants were sold together at a combined price of $1.62 for gross proceeds of approximately $3.0 million. The accompanying common stock warrants have an exercise price of $1.37 per share and became exercisable immediately upon issuance. Of the accompanying common stock warrants, warrants to purchase an aggregate of 1,851,852 shares of the Company’s common stock were scheduled to expire on April 18, 2025, and warrants to purchase an aggregate of 1,851,852 shares of the Company’s common stock will expire on October 18, 2028. On April 17, 2025, NEA exercised all of the warrants that would have expired on April 18, 2025. None of the accompanying common stock warrants issued to NEA in the private placement that expire on October 18, 2028 have been exercised.

On April 6, 2022, the Company entered into a securities purchase agreement with certain purchasers, pursuant to which the Company agreed to issue and sell to the purchasers, in a private placement priced at-the-market under Nasdaq rules, (i) 4,580,526 shares of the Company’s common stock at a purchase price of $1.90 per share, and (ii) pre-funded warrants to purchase up to an aggregate of 24,379,673 shares of common stock at a purchase price of $1.899 per warrant (the “April 2022 Private Placement”). Each pre-funded warrant has an exercise price of $0.001 per share, became exercisable immediately upon issuance and will be exercisable until the pre-funded warrant is exercised in full. The April 2022 Private Placement, which closed on April 11, 2022, resulted in gross proceeds to the Company of approximately $55.0 million. NEA, an existing stockholder of the Company and a related party, as well as an affiliate of NEA, participated in the offering. As of June 30, 2026, pre-funded warrants that were issued and sold in the April 2022 Private Placement to purchase 12,531,332 shares of common stock remain outstanding.

Registered Offerings

On September 27, 2022, the Company issued and sold 14,252,670 shares of the Company’s common stock and, in lieu of common stock to certain investors, pre-funded warrants to purchase 14,247,330 shares of common stock in a public offering (the “September 2022 Offering”), at a public offering price of $1.93 per share of common stock and $1.929 per pre-funded warrant pursuant to an underwriting agreement (the “Underwriting Agreement”) with SVB Securities, Stifel, Nicolaus & Company, Incorporated and Oppenheimer & Co. Inc., as representatives of the several underwriters (the “Underwriters”). Each pre-funded warrant has an exercise price of $0.001 per share, became exercisable immediately upon issuance and will be exercisable until the pre-funded warrant is exercised in full. Under the terms of the Underwriting Agreement, the Company granted the Underwriters an option (the “Option”), exercisable for 30 days, to purchase up to an additional 4,275,000 shares of common stock (the “Additional Shares”), at the public offering price of $1.93 per share. The Underwriters partially exercised the Option to purchase 1,600,428 Additional Shares, which shares were issued and sold on October 25, 2022. The September 2022 Offering, including the initial closing on September 27, 2022 and the Option closing on October 25, 2022, resulted in aggregate gross proceeds to the Company of approximately $58.1 million. As of June 30, 2026, pre-funded warrants that were issued and sold in the September 2022 Offering to purchase 4,717,616 shares of common stock remain outstanding.

On June 5, 2025, the Company issued and sold 17,400,000 shares of the Company’s common stock to the public in an underwritten offering (the “June 2025 Offering”), at an offering price of $5.75 per share of common stock pursuant to an underwriting agreement with Morgan Stanley & Co. LLC, Leerink Partners LLC, Stifel, Nicolaus & Company, Incorporated and Cantor Fitzgerald & Co., as representatives of the several underwriters. In connection with the offering, the Company also granted the underwriters a 30-day option to purchase up to an additional 2,610,000 shares of common stock at the price to the public, less underwriting discounts and commissions. The underwriters exercised the option in full and settled in cash, concurrent with the offering. The June 2025 Offering resulted in aggregate gross proceeds to the Company of approximately $115.1 million.

On April 16, 2026, the Company issued and sold 11,600,000 shares of the Company’s common stock to the public in an underwritten offering (the “April 2026 Offering”), at an offering price of $13.00 per share of common stock pursuant to an underwriting agreement with Morgan Stanley & Co. LLC and Leerink Partners LLC, as representatives of the several underwriters. In connection with the offering, the Company also granted the underwriters a 30-day option to purchase up to an additional 1,740,000 shares of common stock at the price to the public, less underwriting discounts and commissions. The underwriters option was exercised in full and settled in cash, concurrent with the closing of the offering. The April 2026 Offering resulted in aggregate gross proceeds to the Company of $173.4 million or net proceeds to the Company of approximately $162.3 million, after deducting underwriting discounts and commissions and offering expenses.

Warrants

Warrant activity, including activity related to pre-funded warrants, is shown in the table below:

 

 

 

Number of
Pre-funded Warrant
Shares

 

 

Number of
Common Stock Warrant
Shares

 

 

Total Number of
Warrant
Shares

 

 

Weighted
Average
Exercise
Price

 

Outstanding as of December 31, 2025

 

 

17,248,948

 

 

 

1,851,852

 

 

 

19,100,800

 

 

$

0.13

 

Exercised

 

 

—

 

 

 

—

 

 

 

—

 

 

$

—

 

Outstanding as of June 30, 2026

 

 

17,248,948

 

 

 

1,851,852

 

 

 

19,100,800

 

 

$

0.13

 

 

The pre-funded and common stock warrants are classified as equity in accordance with ASC 815 given that the pre-funded and common stock warrants are indexed to the Company’s own shares of common stock and meet the requirements to be classified in permanent equity.

Stock-Based Awards

The 2012 Stock Incentive Plan (the “2012 Plan”) was adopted by the Company’s board of directors and stockholders. The 2012 Plan provides for the issuance of stock-based awards to the Company’s employees, officers, directors, consultants and advisors. The Company’s board of directors administers the 2012 Plan. In April 2019, the Company’s board of directors adopted a resolution effective May 7, 2019, that no further equity-based awards may be granted under the 2012 Plan.

In April 2019, the Company’s board of directors adopted the 2019 Stock Incentive Plan (the “2019 Plan”), which became effective on May 7, 2019. The 2019 Plan provides for the grant of incentive stock options, non-statutory stock options, stock appreciation rights, restricted stock awards, restricted stock units and other stock-based awards. The Company’s employees, officers, directors, consultants and advisors are eligible to receive awards under the 2019 Plan. The 2019 Plan is administered by the Company’s board of directors.

In April 2025, the Company’s board of directors approved, and in June 2025 the Company’s stockholders subsequently approved, an amendment to the 2019 Plan, which (i) increased the number of shares authorized for issuance under the plan by 6,000,000 shares to 16,490,422 shares and (ii) eliminated the evergreen provision of the plan.

In April 2026, the Company’s board of directors approved, and in June 2026 the Company’s stockholders subsequently approved, an amendment and restatement of the 2019 Plan, which (i) increased the number of shares authorized for issuance under the 2019 Plan by 8,000,000 shares to 24,490,422 shares, (ii) limited non-employee director compensation, (iii) prohibited liberal share recycling by providing that shares delivered to the Company in satisfaction of an exercise price or tax withholding do not become available under the 2019 Plan for future grants and (iv) clarified that any dividends or dividend equivalents paid with respect to awards under the 2019 Plan are subject to the same vesting and forfeiture provisions as the award with respect to which the dividend or dividend equivalent is paid. Accordingly, the total number of shares of common stock that may be issued under both the 2019 Plan and the 2012 Plan was 23,444,372 as of June 30, 2026, of which 11,779,682 shares remained available for grant under the 2019 Plan.

Options granted under the 2019 Plan and the 2012 Plan have a maximum term of ten years. Options granted to employees, officers and non-employees generally vest over four years based on varying vesting schedules that primarily include: 25% vesting on the first anniversary date of grant and the balance ratably over the next 36 months or vesting in equal monthly or quarterly installments over four years. Options granted to directors generally vest over one to two years. The Company generally settles stock option exercises with newly issued shares of common stock. As of June 30, 2026 and December 31, 2025, respectively, options to purchase 11,386,272 shares and 9,023,200 shares of common stock were granted and outstanding, net of cancellations, under the 2019 Plan. As of June 30, 2026 and December 31, 2025 options to purchase 278,418 shares of common stock were granted and outstanding, net of cancellations, under the 2012 Plan.

In February 2024, the Company granted options to purchase 832,250 shares of common stock subject to performance-based vesting (“PSOs”) to employees of the Company. The PSOs were subject to vesting based on performance criteria related to the timing and results of two of the Company’s clinical trials. By May 2025, the timing and results of both clinical trials had been determined, and the compensation committee of the Company's board of directors had certified to the satisfaction of the related performance metrics, resulting in PSOs to purchase 642,160 shares vesting and the remaining PSOs being cancelled.

In February 2026, the Company granted PSOs to purchase 710,500 shares of common stock to employees of the Company. The PSOs are subject to vesting based on performance criteria related to the timing and results of the Company’s clinical trials.

A summary of the Company’s combined stock option activity for the 2019 Plan and the 2012 Plan is as follows:

 

 

 

Number of
Option
Shares

 

 

Weighted
Average
Exercise
Price

 

 

 

 

 

 

 

 

Outstanding as of December 31, 2025

 

 

9,301,618

 

 

$

3.63

 

Granted

 

 

3,581,500

 

 

$

11.19

 

Exercised

 

 

(768,273

)

 

$

2.53

 

Forfeited

 

 

(337,655

)

 

$

6.73

 

Expired

 

 

—

 

 

$

—

 

Outstanding as of June 30, 2026

 

 

11,777,190

 

 

$

5.91

 

Options exercisable as of June 30, 2026

 

 

5,920,713

 

 

$

3.80

 

Options unvested as of June 30, 2026

 

 

5,856,477

 

 

$

8.04

 

 

In April 2019, the Company’s board of directors adopted the 2019 Employee Stock Purchase Plan (the “2019 ESPP”), which became effective on May 7, 2019. The 2019 ESPP is administered by the Company’s board of directors.

The total number of shares of common stock that may be issued under the 2019 ESPP was 1,097,288 as of June 30, 2026. The number of shares of the Company’s common stock that have been approved to be issued under the 2019 ESPP is equal to the sum of (i) 155,106 shares plus (ii) an annual increase to be added on the first day of each fiscal year, beginning with the fiscal year ending December 31, 2020 and continuing for each fiscal year until and including, the fiscal year ending December 31, 2029, equal to the least of (a) 526,315 shares of common stock, (b) 1% of the number of outstanding shares of the Company’s common stock on such date and (c) an amount determined by the Company’s board of directors. No annual increase was made on January 1, 2025 and 2026, respectively.

The following table summarizes the classifications of stock-based compensation expenses for the 2012 Plan, the 2019 Plan and the 2019 ESPP recognized in the Condensed Consolidated Statements of Comprehensive Loss:

 

 

 

Three Months Ended
June 30,

 

 

Six Months Ended
June 30,

 

 

 

2026

 

 

2025

 

 

2026

 

 

2025

 

General and administrative expense

 

$

1,896

 

 

$

787

 

 

$

3,245

 

 

$

1,471

 

Research and development expense

 

 

1,376

 

 

 

597

 

 

 

2,218

 

 

 

1,121

 

Total stock-based compensation expenses

 

$

3,272

 

 

$

1,384

 

 

$

5,463

 

 

$

2,592