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Related party transactions
 12 Months Ended
Jun. 30, 2025
Related Party Transactions [Abstract]  
Related party transactions
1
4
. Related party transactions
During the years ended June 30, 2025 and 2024, the Company did not enter into any related party transactions other than as set forth below or equity and other compensation, termination, change in control and other arrangements, which are described or incorporated by reference in Part III of this Annual Report on Form 10-K.
On August 11, 2023, we closed an underwritten public offering of common stock and pre-funded warrants (the “2023 Pre-Funded Warrants”) and common warrants (the “2023 Common Warrants”) that were purchased together with the common stock and the 2023 Pre-Funded Warrants (the “2023 Offering”). We sold an aggregate of 875,949 shares of common stock and 15,126,226 of 2023 Pre-Funded Warrants exercisable for shares of our common stock at an exercise price of $0.0001 per share, and 16,002,175 of 2023 Common Warrants exercisable for shares of our common stock at an exercise price of $3.86 per share in the 2023 Offering. The net proceeds to us from the 2023 Offering were approximately $28.6 million, after deducting underwriting discounts and commissions and estimated 2023 Offering expenses payable by us, and excluding any proceeds we may receive upon exercise of the 2023 Pre-Funded Warrants or the 2023 Common Warrants. Entities affiliated with Suvretta, Franklin Resources and Janus Henderson Group plc, each a beneficial owner of more than five percent of the outstanding shares of our common stock, participated in the offering on the same terms as other investors. Kevin Buchi, one of our directors, purchased 51,813 shares of common stock in the 2023 Offering for an aggregate gross purchase price of approximately $99,999.
Megan Boston, our Chief Financial Officer and one of our directors, purchased
25,907 shares of common stock in the 2023 Offering for an aggregate gross purchase price of approximately $50,000.
 
On April 22, 2024 we closed a private investment in public equity (PIPE) financing (the “April 2024 private placement”) in which we sold
5,749,152
shares of common stock at a price per share of $
4.80
and, in lieu of shares of common stock, pre-funded warrants to purchase up to an aggregate of
2,584,239
shares of common stock at a price per pre-funded warrant of $
4.7999
, to certain institutional accredited investors. The pre-funded warrants were immediately exercisable until exercised in full at an exercise price of $
0.0001
per share of common stock. Gross proceeds from the financing totaled $
40.0
 million. Net proceeds, net of commissions and other offering expenses, totaled approximately $
37.1
 million.
Entities affiliated with each of Suvretta Capital and Franklin Resources, Inc., both of which were greater than 5% stockholders prior to the offering, participated in the April 2024 private placement, purchasing $
16,750,004
and $
1,000,003
of securities in the transaction, respectively. In connection with the 2024 private placement, each of Nemean Asset Management, Adage Capital Partners, HBM Healthcare Investments, Nantahala Capital Management, and Special Situations Fund become beneficial owners of more than 5% of our outstanding shares of common stock.
In connection with the April 2024 private placement, we entered into a Voting Commitment Agreement with the purchasers in the private placement (the “Voting Commitment Agreement”). Pursuant to the Voting Commitment Agreement, the Company was obligated to use its reasonable best efforts to obtain stockholder approval of the exercise of the Pre-Funded Warrants issued in the private placement and the warrants issued in the Company’s underwritten public offerings on September 15, 2022 and August 11, 2023 (the “Existing Warrants,” and together with the Pre-Funded Warrants, the “Warrants”) in accordance with the rules of the Nasdaq Stock Market which otherwise would be subject to the Beneficial Ownership Limitation (the “Stockholder Approval”). The Company obtained the Stockholder Approval by the Company’s stockholders at the Company’s Special Meeting of Stockholders held August 29, 2024. As a result of the Stockholder Approval, holders of the Existing Warrants can waive the 19.99% beneficial ownership limitation that would otherwise be applicable to such holder. Suvretta Capital has waived the limitation is now subject to a 49.9% beneficial ownership limitation.
We also entered into a Board Designation Side Letter (the “Board Designation Agreement”) with Suvretta Capital at the closing of the April 2024 private placement. Pursuant to the Board Designation Agreement, the Company agreed to consider for appointment and appoint Kishen Mehta to the Company’s Board, upon consummation of the April 2024 private placement, and in such board class as determined by the Company prior to his appointment. Mr. Mehta was appointed to the Board as a Class I director on June 26, 2024.
On September 26, 2024, Suvretta Capital, on behalf of itself and each of the Suvretta Funds, entered into a waiver with the Company, pursuant to which, among other things (i) Suvretta Capital waived the 19.99% beneficial ownership limitation set forth in each of the warrants held by the Suvretta Funds, and (ii) Suvretta Capital and the Company agreed that Suvretta Capital will not be permitted to complete an exercise of the warrants held by the Suvretta Funds to the extent the beneficial ownership (calculated as provided in the applicable warrants) of Suvretta Capital in the Company following such exercise would exceed 49.9%.
On March 25, 2025, we entered into an Underwriting Agreement with Leerink Partners LLC and TD Securities (USA) LLC, as representatives of the several underwriters named therein, pursuant to which we agreed to issue and sell, in an underwritten offering by us (the “Underwritten Offering”), (i) 1,143,000 shares of our common stock, par value $0.0001 per share (the “Common Stock”) at a purchase price to investors of $13.00 per share, and (ii) pre-funded warrants to purchase 300,000 shares of Common Stock at an exercise price of $0.0001 per share at a purchase price to investors of $12.999 per warrant. In connection with the Underwritten Offering, we entered into a Securities Purchase Agreement with entities affiliated with each of Suvretta Capital, a greater than 5% beneficial owner prior to the offering (together, the “Purchasers”), pursuant to which we agreed to issue and sell to the Purchasers an aggregate of 900,000 shares of Common Stock at a purchase price of $13.00 per share in a registered direct offering (the “Direct Offering,” and together with the Underwritten Offering, the “Offerings”), the same price per share as the offering price in the Underwritten Offering. We received gross proceeds of approximately $30.5 million and net proceeds of approximately $28.2 million from the Offerings.