Warrants

3 Months Ended

Mar. 31, 2025

Warrants And Rights Outstanding [Abstract]

In accordance with FASB ASC Topic 815, Derivatives and Hedging, certain of the Company’s outstanding warrants, as discussed below, are classified as liabilities and are recorded at fair value at the issuance date, with subsequent changes in the fair value recognized in the condensed consolidated statements of operations and comprehensive loss at the end of each reporting period. Refer to Note 3 for changes in the fair value recognized during the periods reported.

As disclosed in Note 6, in March 2024, the Company entered into the March Subscription Agreement with GKCC, an entity controlled by a member of the Company’s board of directors. Each March Pre-Funded Warrant issued and sold in the March Offering is exercisable at an exercise price equal to $0.01 per share, subject to certain adjustments and limitations as provided under the terms of the March Pre-Funded Warrants.

Upon issuance, the fair value of the March Pre-Funded Warrants was $6.6 million. The Company recorded the $0.6 million difference between the proceeds and grant date fair value as a loss on issuance of warrants in the statements of operations and comprehensive loss during the three months ended March 31, 2024. The fair value of the March Pre-Funded Warrants was measured using the Black-Scholes option pricing model as of the grant date.

As of March 31, 2025, these warrants were classified as equity upon receipt of Stockholder Approval, as discussed in Note 3.

As disclosed in Notes 3 and 6, in July 2024, the Company closed its Public Offering consisting of (i) the July Shares, (ii) the July Pre-Funded Warrants, and (iii) the July Common Warrants. Each July Pre-Funded Warrant issued and sold in the Public Offering is exercisable at an exercise price equal to $0.01 per share, subject to certain adjustments and limitations as provided under the terms of the July Pre-Funded Warrants. Each July Common Warrant is exercisable at an exercise price equal to $5.00 per share, subject to certain adjustments and limitations as provided under the terms of the July Common Warrants.

Upon issuance, the fair value of the July Pre-Funded Warrants and July Common Warrants was $6.8 million and $6.5 million, respectively. The Company recorded the $2.9 million difference between the proceeds and the grant date fair value as a loss on the issuance of warrants in the statements of operations and comprehensive loss during the third quarter of 2024. As of March 31, 2025, the July Pre-Funded Warrants are classified as equity, following Stockholder Approval in November 2024, as discussed in Note 3. The fair value of the July Common Warrants was measured using the Black-Scholes option pricing model as of the grant date. For the three months ended March 31, 2025, the Company recognized a loss of $0.5 million in fair value remeasurement.

Following receipt of Stockholder Approval, the Company remeasured the March Pre-Funded Warrants and the July Pre-Funded Warrants, held by GKCC, at fair value and recognized the loss from change in fair value on the consolidated financial statements during the year ended December 31, 2024. As a result of obtaining Stockholder Approval, the March Pre-Funded Warrants and July Pre-Funded Warrants held by GKCC and its affiliates met the equity classification requirements under ASC 815. During the quarter ended December 31, 2024, the Company reclassified the July Common Warrants held by GKCC and its affiliates from a liability to equity. The Company will re-assess the equity classification for the remaining March Pre-Funded Warrants and July Pre-Funded Warrants at each reporting period end. As of the three months ended March 31, 2025, there were no changes to the equity classification.

As disclosed in Note 6, in January 2025, the Company closed the January Offering pursuant to which the Company agreed to issue and sell: (i) the January Shares and (ii) the January Common Warrants. Each January Share and accompanying January Common Warrant were sold together at a combined offering price of $7.925. The January Common Warrants have an exercise price of $7.80 per share, are immediately exercisable and will expire five years from the initial exercise date.

The following table summarizes information regarding the warrants outstanding at March 31, 2025:


	Warrants	Weighted Average Exercise Price		Weighted Average Life (years)
Outstanding at December 31, 2024	5,081,466	$	3.85	4.5
Issued	1,261,830	7.80
Exercised	68,500	5.00

Outstanding at March 31, 2025	6,274,796	$	4.64	4.5