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Common Stock

3 Months Ended

Mar. 31, 2026

10. Common Stock

As of March 31, 2026, the amended and restated certificate of incorporation authorizes the Company to issue 290 million shares of common stock and 10 million shares of preferred stock.

Each share of common stock is entitled to one vote. Common stockholders are entitled to dividends if and when declared by the board of directors. As of March 31, 2026, no dividends on common stock had been declared.

On August 6, 2024, the Company entered into an Open Market Sale Agreement^SM (the “2024 Sales Agreement”) with Jefferies LLC (“Jefferies”) to sell shares of the Company’s common stock, from time-to-time, with aggregate gross sales proceeds of up to $100.0 million, through an at-the-market equity offering program under which Jefferies will act as its sales agent. The issuance and sale of shares of common stock by the Company pursuant to the 2024 Sales Agreement are deemed an “at-the-market” offering under the Securities Act of 1933, as amended. Jefferies is entitled to compensation for its services up to 3.0% of the gross proceeds of any shares of common stock sold through Jefferies under the 2024 Sales Agreement.

On January 20, 2026, in connection with the January 2026 financing, as further described in Note 1, the Company suspended the offering of any shares of its common stock under the 2024 Sales Agreement and, on March 13, 2026, the Company entered into an Amended and Restated Open Market Sale Agreement^SM, dated March 13, 2026 (the “Amended Sales Agreement”), with Jefferies, which amends and restates the 2024 Sales Agreement to increase the maximum aggregate offering price of shares of the Company’s common stock from $100.0 million to $200.0 million.

During the three months ended March 31, 2026, the Company did not sell any shares of common stock under its at-the-market offering program. As of March 31, 2026, $200.0 million remained available for sale under the Amended Sales Agreement.

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


		March 31,		December 31,
		2026		2025
Pre-funded warrants		8,275,913		8,275,913
Shares available for future option grants		6,649,034		3,007,335
Outstanding options		13,066,326		14,028,177
Shares reserved for employee stock purchase plan		400,000		400,000
Total		28,391,273		25,711,425