XML 25 R15.htm IDEA: XBRL DOCUMENT v3.26.1
Common Stock
 3 Months Ended
Mar. 31, 2026
Common Stock [Abstract]  
COMMON STOCK

NOTE 9. COMMON STOCK

 

The Company is authorized to issue 490,000,000 shares of voting common stock, 2,000,000 shares of non-voting common stock, and 10,000,000 shares of undesignated preferred stock. There were 27,996,819 shares of voting common stock, no shares of non-voting common stock and no shares of preferred stock issued and outstanding as of March 31, 2026.

  

Holders of the voting common stock and the non-voting common stock have similar rights, except that non-voting stockholders are not entitled to vote, including for the election of directors. Holders of voting common stock do not have conversion rights, while holders of non-voting common stock have the right to convert each share of non-voting common stock held by such holder into one share of voting common stock at such holder’s election by providing written notice to the Company, provided that as a result of such conversion, such holder, together with its affiliates, would not beneficially own in excess of 9.9% of the Company’s voting common stock following such conversion. There were no outstanding shares of non-voting common stock as of March 31, 2026 and December 31, 2025.

 

 As of March 31, 2026 and December 31, 2025, the Company had common stock reserved for future issuance as follows:

 

    March 31,     December 31,  
    2026     2025  
Outstanding and issued common stock options     2,671,358       2,246,206  
Outstanding and issued restricted stock units     170,100       198,900  
Outstanding and issued performance-based restricted stock units     —       20,000  
Shares issuable upon exercise of Public Warrants (1)     499,986       499,986  
Shares issuable upon exercise of Common Warrants     12,345,707       12,345,707  
Shares issuable upon exercise of Pre-Funded Warrants     675,000       675,000  
Shares available for grant under Equity Incentive Plans     418,817       843,360  
Shares available for grant under Employee Stock Purchase Plan     920,827       920,827  
Shares available for grant under 2022 Inducement Equity Incentive Plan     180,960       132,769  
Total shares of common stock reserved     17,882,755       17,882,755  

 

1) The Company has 4,999,863 outstanding warrants to purchase an aggregate of 499,986 shares of its common stock (the “Public Warrants”). A holder may purchase one share of the Company’s common stock for every ten Public Warrants at an exercise price of $115.00 per share. The Public Warrants are publicly traded and exercisable during the exercise period, which commenced on October 24, 2021 and ends on September 24, 2026, for cash or, in certain circumstances, on a cashless basis. The Public Warrants were reclassified to equity in January 2023.

 

Shelf Registration Statement

 

On March 19, 2025, the Company filed a new shelf registration statement on Form S-3 (the “S-3”) with the SEC, which was declared effective on March 26, 2025. As of March 31, 2026, the Company can sell from time to time up to $263.5 million of common stock, preferred stock, debt securities, warrants, rights, units and depositary shares comprised of any combination of these securities, for the Company’s own account in one or more offerings under the S-3. The terms of any offering under the S-3 will be established at the time of such offering and will be described in a prospectus supplement to the S-3 filed with the SEC prior to the completion of any such offering.

 

ATM Offerings

 

On March 19, 2025, the Company entered into an Open Market Sale AgreementSM with Jefferies LLC (“Jefferies”), pursuant to which the Company may offer and sell through or to Jefferies, as sales agent or principal, shares of common stock from time to time (the “ATM Offering”). On March 26, 2025, the Company filed with the SEC a prospectus under the S-3 in connection with the ATM Offering (the “ATM Prospectus”), pursuant to which the Company may offer and sell shares of common stock having an aggregate offering price of up to $100.0 million. As of March 31, 2026, the Company issued and sold an aggregate of 1,231,447 shares of common stock for net proceeds of approximately $6.5 million pursuant to the ATM Prospectus.

  

As of March 31, 2026, $93.5 million remained available under the ATM Prospectus.

 

Underwritten Offering

 

On September 18, 2025, the Company entered into an underwriting agreement with TD Securities (USA) LLC as the representative of the several underwriters, relating to an underwritten public offering under the S-3 of an aggregate of 11,670,707 shares of common stock, Pre-Funded Warrants to purchase 675,000 shares of common stock and Common Warrants to purchase 12,345,707 shares of common stock. The Company received net proceeds of $27.5 million.

 

As of March 31, 2026, $170.0 million remained available and unallocated under the S-3.