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Equity | 12 Months Ended
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Dec. 31, 2024
Equity [Abstract] |
Equity | Equity Equity Financings 2024 Private Placement On July 2, 2024, the Company and the Purchasers entered into the 2024 Securities Purchase Agreement for the 2024 Private Placement. Pursuant to the 2024 Securities Purchase Agreement, the Purchasers agreed to purchase an aggregate of 3,563,247 shares of common stock and 2,937,903 shares of Series B Preferred Stock, inclusive of 2,359,500 shares of Series B Preferred Stock purchased by directors and executive officers of the Company, and related parties thereto, each at a price per share of $20.00. The 2024 Private Placement resulted in gross proceeds of approximately $130.0 million before deducting placement agent fees and other offering expenses. See Note 11. Merger On December 5, 2023, the Company issued 224,099 shares of common stock as part of its consideration transferred in connection with the Merger which settled the related equity-classified forward contract (see Note 4). Underwritten Offering On April 6, 2022, the Company entered into an underwriting agreement with SVB Securities LLC (now known as Leerink Partners LLC), as representative of the several underwriters named therein, relating to an underwritten offering of 914,285 shares of the Company’s common stock and 2022 Warrants to purchase up to 685,712 shares of common stock, or the 2022 Offering. Each share and accompanying 2022 Warrant to purchase 0.75 shares of common stock was sold at a combined offering price of $42.30. The exercise price for the 2022 Warrants is $46.50 per share. The Company received net proceeds from the 2022 Offering of approximately $36.9 million. The 2022 Warrants are subject to adjustment in the event of certain stock dividends and distributions, stock splits, stock combinations, reclassifications or similar events affecting the Company’s common stock and also upon any distributions for no consideration of assets to the Company’s stockholders. Each 2022 Warrant is exercisable at any time and from time to time after issuance. In the event of certain corporate transactions, the holders of the 2022 Warrants will be entitled to receive the kind and amount of securities, cash or other property that the holders would have received had they exercised the warrants immediately prior to such transaction. Therefore, the Company is required to account for the 2022 Warrants as liabilities and record the 2022 Warrants at fair value. The 2022 Warrants do not entitle the holders thereof to any voting rights or any of the other rights or privileges to which holders of common stock are entitled. “At-the-Market” Offerings 2024 Sales Agreement On December 13, 2024, the Company entered into a Sales Agreement, or the 2024 Sales Agreement, with Leerink Partners to sell shares of the Company’s common stock, from time to time, through an “at the market” equity offering program under which Leerink Partners will act as sales agent. The shares of common stock sold pursuant to the 2024 Sales Agreement will be issued pursuant to the Company’s shelf registration statement on Form S-3 (File No. 333-283803), filed on December 13, 2024 with the SEC and related prospectus supplement, filed on January 8, 2025 with the SEC, for aggregate gross sales proceeds of up to $100.0 million. 2021 Sales Agreement On October 25, 2021, the Company entered into a Sales Agreement, or the 2021 Sales Agreement, with Leerink Partners LLC (then known as SVB Leerink LLC), or Leerink Partners, pursuant to which the Company may sell shares of the Company’s common stock, from time to time, through an “at the market” equity offering program under which Leerink Partners will act as sales agent. The shares of common stock sold pursuant to the 2021 Sales Agreement, if any, would be issued and sold pursuant to a registration statement to be filed by the Company with the SEC, for aggregate remaining gross sales proceeds of up to $51.0 million. During the years ended December 31, 2024 and 2023, the Company sold no shares of its common stock pursuant to the 2021 Sales Agreement. The 2024 Sales Agreement supersedes the 2021 Sales Agreement, which is no longer in effect. June 2020 Sobi Stock Purchase On June 11, 2020, the Company entered into a stock purchase agreement with Sobi, pursuant to which the Company sold an aggregate of 180,546 shares of its common stock at a purchase price equal to $138.4680 per share, which represented 120% of the 10-day volume-weighted average price of the Company’s common stock prior to signing, for aggregate gross proceeds of $25.0 million, or the Sobi Private Placement. The closing of the Sobi Private Placement occurred on July 31, 2020. In accordance with ASC 815, this forward sale treatment qualified as equity classification as the shares are not within the scope of ASC 480. The gross proceeds of $25.0 million were determined to include a premium to the fair value of the Company’s shares as of July 28, 2020 of approximately $14.5 million. As a result, such amount was included in the transaction price for revenue recognition of the Sobi License. See Note 14 for details. Also on June 11, 2020, the Company entered into a registration rights agreement, as amended by that certain letter agreement, dated as of November 4, 2020, or the Sobi Registration Rights Agreement, with Sobi, pursuant to which the Company agreed to prepare and file a registration statement with respect to the resale of the shares of common stock acquired in the Sobi Private Placement. The Company will be required to file this resale registration statement within 30 days following receipt by the Company of a written request from Sobi to file such resale registration statement, and to have the registration statement declared effective within ten business days after the SEC informs the Company that no review of such resale registration statement will be made or that the SEC has no further comments on such resale registration statement. December 2019 Financing On December 18, 2019, the Company entered into a securities purchase agreement, or the 2019 Securities Purchase Agreement, with a group of institutional investors and certain members of the Board of Directors. Pursuant to the 2019 Securities Purchase Agreement, the Company sold an aggregate of 1,254,496 shares of its common stock at a purchase price of $43.80 per share, warrants to purchase an aggregate of 766,275 shares of common stock at a purchase price of $3.75 per share underlying each common warrant, and pre-funded warrants to purchase an aggregate of 278,070 shares of common stock at a purchase price of $43.80 per share, all with five year terms, or the 2019 Private Placement. The closing of the 2019 Private Placement occurred on December 23, 2019. The exercise price of the pre-funded warrants is $0.003 per share and the exercise price for the common warrants is $43.80 per share. In the event of a certain sale of the Company, the terms of the common warrants require us to make a payment to such common warrant holders based on a Black-Scholes valuation (using variables as specified in the warrants). This provision does not apply to the pre-funded warrants. Therefore, the Company is required to account for the common warrants as liabilities and record them at fair value, while the pre-funded warrants met the criteria to be classified as permanent equity. The Company recorded the fair value of the 2019 Warrants of $40.7 million upon issuance using the Black-Scholes valuation model. Issuance costs were allocated between the equity component with an offset to additional paid-in capital and the liability component recorded as expense on a relative fair value basis. Total net proceeds from the equity offering was $65.6 million, after deducting transaction costs and commissions of $4.4 million. As discussed in Note 6, the Company remeasured the Amended 2019 Warrants at the fair value of $0.8 million on December 20, 2022 and reclassified this amount to additional paid-in capital. The outstanding 2019 Warrants expired on December 23, 2024 in accordance with their terms. The remaining 2022 Warrants liability was revalued as of December 31, 2024 at $3.8 million. During the years ended December 31, 2024 and 2023, the Company recorded a decrease of $2.6 million and $12.7 million, respectively, in the fair value of the warrants in the consolidated statements of operations and comprehensive loss. Warrants The following is a summary of warrant activity for the years ended December 31, 2024 and 2023:
| Number of Warrants |  |
| Equity classified |  | Liability classified |  | Total |  | Weighted average exercise price
Outstanding at December 31, 2022 | 74,539 |  |  | 966,393 |  |  | 1,040,932 |  |  | $ | 46.03 |
Expired | (119) |  |  | — |  |  | (119) |  |  | $ | 503.10 |
Outstanding at December 31, 2023 | 74,420 |  |  | 966,393 |  |  | 1,040,813 |  |  | $ | 45.98 |
Exercises | (65,681) |  |  | — |  |  | (65,681) |  |  | 43.80 |
Expired | (1,928) |  |  | (280,681) |  |  | (282,609) |  |  | 44.09 |
Outstanding at December 31, 2024 | 6,811 |  |  | 685,712 |  |  | 692,523 |  |  | $ | 46.96 |
Common Stock As of December 31, 2024, the Company had 350,000,000 shares of common stock authorized for issuance, $0.0001 par value per share, with 25,767,369 shares issued and outstanding. The voting, dividend and liquidation rights of the common stockholders are subject to and qualified by the rights, powers and preferences of the preferred stock. The common stock has the following characteristics: Voting Common stockholders are entitled to one vote for each share of common stock held with respect to all matters voted on by the stockholders of the Company. Dividends Common stockholders are entitled to receive dividends, if and when declared by the Board of Directors. Through December 31, 2024, no cash dividends have been declared or paid on common stock. Liquidation Upon liquidation of the Company, common stockholders are entitled to receive all assets of the Company available for distribution to such stockholders. Reserved Shares The Company has authorized shares of common stock for future issuance as follows:
| As of
| December 31, 2024
Exercise of warrants | 692,523 |
Shares available for future stock incentive awards | 4,205,199 |
Unvested restricted stock units | 444,238 |
Outstanding common stock options | 1,706,035 |
Series A Preferred Stock | 4,026,346 |
Series B Preferred Stock | 437,927 |
Total | 11,512,268 |

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