Subsequent Events

12 Months Ended

Dec. 31, 2023

Private Placement

On February 5, 2024, the Company entered into a securities purchase agreement, pursuant to which the Company sold 105,500,057 shares of its common stock and, in lieu of common stock, pre-funded warrants to purchase an aggregate of 750,000 shares of common stock (the “Pre-Funded Warrants”) to certain institutional and accredited investors in a private placement (the “Private Placement”). The purchase price per share is $1.20, or $1.1999 per Pre-Funded Warrant, which represents the purchase price per share minus the $0.0001 per share exercise price of each Pre-Funded Warrant.

Concurrently with the Private Placement, the Company also entered into a securities purchase agreement with two directors of the Company. The Company issued and sold 230,000 shares at $1.35, on otherwise substantially the same terms as those set forth in the Securities Purchase Agreement.

At the close of the Private Placement on February 7, 2024, the Company received total gross proceeds of $127.8 million, before deducting placement agent fees and offering expenses.

Reverse Stock Split

On June 9, 2023 and March 8, 2024, the Company’s stockholders and Board of Directors, respectively, approved an amendment to the Company’s Amended and Restated Certificate of Incorporation to effect a 1-for-10 reverse split of all outstanding shares of the Company's common stock (the “Reverse Stock Split”). Such amendment will not change the par value per share or the number of authorized shares of common stock. No fractional shares shall be issued as a result of the Reverse Stock Split, and holders of such fractional shares shall be paid a sum in cash equal to such fraction multiplied by the closing sales price of the Company’s common stock as reported on the Nasdaq Capital Market on the last business day before the date the certificate of amendment is filed with the Secretary of State of the State of Delaware, such amount rounded to the nearest whole cent.

The Reverse Stock Split will decrease the number of issued and outstanding shares at the time, in thousands, from approximately 207,549 to approximately 20,755; it will decrease the number of outstanding warrants from 750,000 to 75,000, and will change the exercise price on these warrants from $0.0001 to $0.001.

Trading is expected to begin on a split-adjusted basis on March 21, 2024.

All shares and per share information presented in these consolidated financial statements does not reflect the upcoming stock split. Adjusting for the Reverse Stock Split, the number of issued and outstanding shares as of December 31, 2023, in thousands, will decrease from approximately 101,433 to approximately 10,143. The following unaudited pro forma financial information presents the Company's basic and diluted net loss per share upon effectiveness of the Reverse Stock Split for the periods indicated (in thousands except per share data):


	Year ended December 31,
Net loss	$	(117,165)
Net loss per share - basic and diluted	$	(11.62)
Weighted-average common shares outstanding - basic and diluted	10,082