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Stockholders' Equity
 9 Months Ended
Sep. 30, 2024
Stockholders' Equity Note [Abstract]  
Stockholders' Equity

6. Stockholders' Equity

March 2024 Private Placement

See Note 1, “Organization and Business,” for more information regarding the March 2024 private placement.

September 2024 Issuance of Series A Non-Voting Convertible Preferred Stock from Private Placement

See Note 1, “Organization and Business,” for more information regarding the September 2024 issuance of Series A Preferred Stock from private placement.

ATM Sales Agreement

In December 2022, the Company entered into a Sales Agreement with Jefferies, as sales agent, pursuant to which the Company may offer and sell in an at-the-market offering, from time to time through Jefferies, shares of common stock providing for aggregate sales proceeds of up to $150.0 million. The Company has no obligation to sell any shares under the Sales Agreement, and could at any time suspend solicitations and offers under the Sales Agreement. During the year ended December 31, 2023, the Company issued and sold 1,176,470 shares of common stock for aggregate gross proceeds of $50.0 million through the Sales Agreement. No shares of common stock were issued under the Sales Agreement during the nine months ended September 30, 2024.

Common Stock

The Company is authorized to issue up to 900,000,000 shares of common stock having a par value of $0.0001 as of September 30, 2024 and December 31, 2023. Holders of outstanding shares of common stock are entitled to one vote for each share of common stock held at all meetings of stockholders. Subject to the rights of the holders of any class of the Company’s capital stock having any preference or priority over common stock, the holders of common stock are entitled to receive dividends that are declared by the Company’s board of directors out of legally available funds.

Common stock reserved for future issuance is as follows (in common stock equivalent shares) as of September 30, 2024:

 

 

 

September 30,

 

 

 

2024

 

Shares issuable upon conversion of Series A non-voting preferred stock

 

 

7,060,100

 

Issued and outstanding:

 

 

 

Stock options

 

 

10,483,769

 

Restricted stock units

 

 

429,042

 

Authorized for future issuance:

 

 

 

2021 Equity Incentive Plan

 

 

3,050,378

 

2021 Employee Stock Purchase Plan

 

 

1,567,281

 

Total

 

 

22,590,570

 

Series A Preferred Stock

The Company is authorized to issue up to 100,000,000 shares of preferred stock having a par value of $0.0001 as of September 30, 2024 and December 31, 2023. On September 23, 2024, the Company filed a Certificate of Designations of Preferences, Rights and Limitations of Series A Non-Voting Convertible Preferred Stock (the “Certificate of Designations”) with the Secretary of State of the State of Delaware, effective as of the time of filing, designating 70,601 shares of its authorized and unissued preferred stock as Series A Preferred Stock and setting forth the powers, preferences, rights, qualifications, limitations and restrictions of the Series A Preferred Stock. The following is a description of the terms of the Series A Preferred Stock:

Conversion. The Series A Preferred Stock is convertible at the option of each holder at any time into 100 shares of Common Stock for each share of Series A Preferred Stock, subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other similar recapitalization. The Series A Preferred Stock will not be convertible by a holder to the extent that such holder or any of its affiliates would beneficially own in excess of 4.99% (the “Maximum Percentage”) of the common stock outstanding immediately after giving effect to such conversion, as further described in the Certificate of Designations. A holder may increase or decrease the Maximum Percentage to any other percentage (not in excess of 19.99% of the issued and outstanding common stock immediately after giving effect to the issuance of the common stock issuable upon conversion of the Series A Preferred Stock) by delivering a written notice to the Company, provided that (i) any such increase in the Maximum Percentage will not be effective until the 61st day after such notice is delivered to the Company and (ii) any such increase or decrease does not apply to any other holder of Series A Preferred Stock or the validity of any prior conversion of the Series A Preferred Stock.

Voting. Holders of shares of Series A Preferred Stock shall have no voting rights on any Company matter.

Dividends. Holders to Series A Preferred Stock shall be entitled to receive, only when, as and if declared by the Company’s board of directors, out of any funds and assets legally available therefore, a dividend on each outstanding share of Series A Preferred Stock equal to $0.0001 per share (subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other similar recapitalization with respect to the Series A Preferred Stock), prior and in preference to any declaration or payment of any dividend (other than dividends on shares of common stock payable in shares of common stock) on common stock during the same calendar year. The right to receive dividends on shares of Series A Preferred Stock is non-cumulative, and no right to dividends shall accrue to holders of Series A Preferred Stock by reason of the fact that dividends on such shares are not declared or paid. Subject to the preferential rights described above, holders of the Series A Preferred Stock are entitled to receive dividends on shares of Series A Preferred Stock equal (on an as-converted to common stock basis) to and in the same form as dividends actually paid on shares of the common stock.

Liquidation. In the event of any liquidation as defined in the Certificate of Designation, the assets of the Company shall be distributed, after payment in full of any dividends declared by unpaid on the Series A Preferred Stock, among the holders of the shares of Series A Preferred Stock and common stock pro rata based on the number of shares held by each such holder (on an as-converted to common stock basis), after payment in full of any dividends declared by unpaid on the Series A Preferred Stock.