XML 32 R18.htm IDEA: XBRL DOCUMENT v3.25.0.1
Common Stock
 12 Months Ended
Dec. 31, 2024
Equity [Abstract]  
Common Stock

8. Common Stock

The holders of the Company’s common stock have one vote for each share of common stock held by them. Holders of shares of the Company’s common stock are entitled to dividends when, as and if declared by the board of directors. No dividends had been declared as of December 31, 2024 or December 31, 2023.

The Company had reserved the following shares of common stock, on an as-converted basis, for future issuance as follows:

 

 

Year Ended December 31,

 

 

 

2024

 

 

2023

 

Options issued and outstanding under the 2019 Equity Incentive Plan and
   2015 Stock Plan

 

 

5,005,320

 

 

 

4,099,947

 

Restricted stock units issued and outstanding under the 2019 Equity
   Incentive Plan

 

 

—

 

 

 

13,500

 

Shares available for future grants under the 2019 Equity Incentive Plan

 

 

3,489,005

 

 

 

3,032,820

 

Pre-funded warrants issued and outstanding

 

 

83,403,425

 

 

 

4,000,000

 

Shares reserved under the 2019 Employee Stock Purchase Plan

 

 

492,307

 

 

 

410,522

 

Total

 

 

92,390,057

 

 

 

11,556,789

 

In December 2024, the Company sold through a private placement to a select group of accredited investors 100,000,000 shares of common stock at a price of $0.85 per share and pre-funded warrants to purchase up to 76,452,000 shares of common stock at a purchase price of $0.8499 per pre-funded warrant, resulting in net proceeds of $143.0 million, after deducting offering expenses (the “Private Placement”). Also in December 2024, the Company entered into an exchange agreement with The Column Group II, LP and certain of its affiliated funds (collectively, the “TCG Funds”), pursuant to which the TCG Funds agreed to exchange an aggregate of 2,951,425 shares of Common Stock for pre-funded warrants (the “Exchange Warrants”) to purchase up to 2,951,425 shares of Common Stock (the “Exchange”). The material terms of the Exchange Warrants are identical to the pre-funded warrants issued in the Private Placement and the accounting impact of the exchange was deemed immaterial.

In August 2023, the Company filed with the SEC, and the SEC declared effective, a shelf registration statement on Form S-3 related to the sale and issuance of up to $450 million of the Company’s securities, including up to $150 million of shares of common stock that may be offered and sold from time to time in one or more “at-the-market” offerings pursuant to a Controlled Equity OfferingSM Sales Agreement (the “ATM Sales Agreement”) with Cantor Fitzgerald & Co. (“Cantor”) and Leerink Partners LLC. The ATM Sales Agreement replaced the Controlled Equity OfferingSM Sales Agreement, dated November 4, 2020, by and among the Company, Cantor and Stifel, Nicolaus & Company, Incorporated. During the year ended December 31, 2024, the Company sold 365,316 shares of common stock in “at-the-market offerings” under the ATM Sales Agreement, for net proceeds of $9.0 million, after deducting sales agent commissions and other offering related costs. No shares were sold under the ATM Sales Agreement or the Prior ATM Sales Agreement during the year ended December 31, 2023. As of the date of filing of this Annual Report there were up to $140.6 million shares of common stock available for future issuance under the ATM Sales Agreement.

In May 2022, through a private placement financing, the Company issued pre-funded warrants to purchase an aggregate of 4,000,000 shares of the Company’s common stock. Each pre-funded warrant has an exercise price of $0.0001 per share. The purchase price per pre-funded warrant was $12.4999 (representing the $12.50 per share closing price of the common stock on May 24, 2022, less the exercise price of $0.0001 per pre-funded warrant). The private placement financing of the pre-funded warrants resulted in net proceeds of $49.8 million, after deducting offering expenses.

All pre-funded warrants, including Exchange Warrants were classified as a component of permanent equity in the Company’s balance sheet as they are freestanding financial instruments that are immediately exercisable, do not embody an obligation for the Company to repurchase its shares and permit the holders to receive a fixed number of shares of common stock upon exercise.