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Preferred and Common Stock | 12 Months Ended
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Dec. 31, 2024
Equity [Abstract] |
Preferred and Common Stock | 10. Preferred and Common Stock The Company has 10,000,000 shares of undesignated preferred stock, par value $0.001 per share. There were no shares issued or outstanding as of December 31, 2024 and 2023. The holders of common stock are entitled to one vote for each share held. Common stockholders are not entitled to receive dividends, unless declared by the Board of Directors. The Company currently has an effective shelf registration statement on Form S-3 (No. 333-278163) filed with the SEC on March 22, 2024 (“Form S-3”), under which it may offer from time to time in one or more offerings any combination of common and preferred stock, debt securities, warrants and units of up to $300.0 million in the aggregate. As of December 31, 2024, the Company has sold 7,059,228 shares which generated proceeds of $23.9 million net of issuance costs of $0.9 million. September 2023 Financing On September 1, 2023, the Company entered into a Controlled Equity Offering Sales Agreement (the "Sales Agreement") with Cantor Fitzgerald & Co. ("Cantor") pursuant to which the Company may offer and sell, from time to time through Cantor, shares of the Company's common stock for aggregate gross proceeds of up to $50.0 million. The offering and sale of up to $50.0 million of the common shares has been registered under the Securities Act of 1933, as amended (the "Securities Act"), pursuant to the Company's Registration Statement on Form S-3 (File No. 333-256020) (the "Registration Statement"), which was originally filed with the Securities and Exchange Commission ("SEC") on May 11, 2021, and declared effective by the SEC on May 20, 2021, the base prospectus contained within the Registration Statement, and a prospectus supplement relating to the shares that was filed with the SEC on September 1, 2023 (the "Prospectus Supplement"). Pursuant to the Sales Agreement, Cantor may sell the shares in sales deemed to be "at the market offerings" as defined in Rule 415(a)(4) promulgated under the Securities Act. The Company has no obligation to sell any of the shares under the Sales Agreement and may at any time suspend or terminate the offering of the shares pursuant to the Sales Agreement upon notice to Cantor and subject to other conditions. Cantor will act as sales agent and will use commercially reasonable efforts to sell on the Company's behalf all of the shares requested to be sold by the Company, on mutually agreed terms between Cantor and the Company. The Sales Agreement contains customary representations, warranties and agreements by the Company, and indemnification obligations of the Company and Cantor and other obligations of the parties. Under the terms of the Sales Agreement, the Company has agreed to pay Cantor a commission equal to 3.0% of the aggregate gross proceeds from any shares sold through it pursuant to the Sales Agreement. In addition, the Company has agreed to reimburse certain expenses incurred by Cantor in connection with the Sales Agreement. On October 2, 2023, the Company sold an aggregate of 3,017,568 shares of common stock under the Sales Agreement, at a weighted average price of $3.71 per share, which generated net proceeds of $10.9 million. On November 15, 2023, the Company sold an aggregate of 3,000,000 shares of common stock under the Sales Agreement, at a weighted average price of $2.88 per share, which generated net proceeds of $8.2 million. On February 12, 2024, the Company sold an aggregate of 1,041,666 shares of common stock under the Sales Agreement, at a weighted average price of $4.80 per share, which generated net proceeds of $4.8 million. On March 22, 2024, the Company amended and restated the Controlled Equity Offering Sales Agreement (the “Amended Sales Agreement”) with Cantor pursuant to which the Company may offer and sell, from time to time through Cantor, shares of the Company's common stock for aggregate gross proceeds of up to $75.0 million. The offering and sale of up to $75.0 million of the common shares has been registered under the Securities Act, pursuant to the Company's Registration Statement on Form S-3 (File No. 333-278163) (the "2024 Registration Statement"), which was originally filed with the SEC on March 22, 2024, the base prospectus contained within the 2024 Registration Statement, and a prospectus supplement relating to the shares that was filed with the SEC on March 22, 2024. As of December 31, 2024, there was $23.9 million in proceeds net of issuance costs of $0.9 million generated from these agreements with $50.2 million still available for future sale under the Amended Sales Agreement. May 2023 Financing On May 25, 2023, the Company entered into the Purchase Agreement, with the purchasers, pursuant to which the Company agreed to sell securities to the Investors in a private placement (the “Private Placement”). The Purchase Agreement provided for the sale and issuance by the Company of 17,652,962 shares of the Company’s common stock and accompanying warrants to purchase up to 8,826,481 shares of the Company’s common stock (“Purchase Warrants”), with an exercise price of $2.67 per share, for aggregate gross proceeds of $44.0 million. Each Purchase Warrant became exercisable on November 30, 2023, and expire on November 30, 2028. Additionally, the Company issued pre-funded warrants to purchase 2,408,188 shares of the Company’s common stock (“Pre-Funded Warrants”), with an exercise price of $0.001 per share, and accompanying Purchase Warrants to purchase up to 1,204,094 shares of the Company’s common stock, with an exercise price of $2.673 per share, for aggregate gross proceeds of $6.0 million. In total 10,030,575 Purchase Warrants were issued and 2,408,188 Pre-Funded Warrants were issued. The Pre-Funded Warrants are immediately exercisable and expire on May 31, 2028. The closing of the Private Placement occurred on May 31, 2023. The Company filed a shelf registration statement on Form S-3 with the SEC on June 28, 2023, and it was declared effective on July 7, 2023. The Company received an aggregate of $50.0 million in gross proceeds, or $46.5 million after deducting issuance costs. The Company has allocated the net proceeds among the common stock, the Purchase Warrants and the Pre-Funded Warrants using the relative fair value method for each of the above transactions. The Company has allocated $30.5 million to the shares of common stock, $4.2 million to the Pre-Funded Warrants and $12 million to the Purchase Warrants. During the preparation of the Company’s 2023 annual financial statements, the Company identified an immaterial error in the Company’s historical financial statements whereby the Company omitted this disclosure in the interim financial statements for the quarter ended June 30, 2023 and incorrectly disclosed an allocation of $11.5 million instead of $12 million to the Purchase Warrants and failed to disclose the allocation of $4.2 million to the Pre-Funded Warrants in the interim financial statements for the quarter ended September 30, 2023. These immaterial errors have been corrected within these consolidated financial statements. The Company has determined the fair value of the common shares based upon the Company’s common stock price on the date of the transaction applied to the number of shares of common stock issued. The fair value of the Pre-Funded Warrants was determined based on the Company’s common stock price on the date of the transaction, less the $0.001 per share exercise price of the warrants, applied to the number of Pre-Funded Warrants. The fair value of the Purchase Warrants was determined using the Black-Scholes model applied to the number of Purchase Warrants. The assumptions used in the Black-Scholes model were as follows:
Exercise price |  | $ | 2.67 |
Fair value of common stock |  | $ | 2.57 |
Volatility |  |  | 81.93 | %
Expected term |  | 5.5 years |
Risk-free interest rate |  |  | 3.74 | %
The Company’s outstanding warrants are freestanding instruments and are classified within stockholders’ equity since the warrants are indexed to the Company’s common stock and meet the equity classification criteria. A total of 1,424,272 Purchase Warrants were exercised related to the May 2023 financing as of December 31, 2024 at a purchase price of $2.673 per share. April 2022 Financing On April 13, 2022, the Company announced the closing of its private placement of common stock (or, in lieu thereof, Pre-Funded Warrants to purchase common stock), resulting in gross proceeds of approximately $100.5 million (“April 2022 Financing”). The Company received approximately $96.3 million in net proceeds after deducting estimated offering costs of $4.2 million. Pursuant to the securities purchase agreement, (i) certain investors purchased an aggregate of 18,815,159 shares of common stock at $4.22 per share for gross proceeds to the Company of $79.4 million and (ii) certain investors purchased Pre-Funded Warrants to purchase an aggregate of 5,000,000 shares of common stock, with the exercise price of $0.001 per share for gross proceeds of $21.1 million to the Company. The warrants are exercisable on or after April 13, 2022 and expire on April 12, 2027. The Pre-Funded Warrants were classified as a component of permanent stockholders’ equity within additional paid-in capital and were recorded at the issuance date using a relative fair value allocation method. The Pre-Funded Warrants are equity classified because they are freestanding financial instruments that are legally detachable and separately exercisable from the equity instruments, are immediately exercisable, do not embody an obligation for the Company to repurchase its shares, permit the holders to receive a fixed number of shares of common stock upon exercise, are indexed to the Company’s common stock and meet the equity classification criteria. In addition, such Pre-Funded Warrants do not provide any guarantee of value or return. The Company valued the Pre-Funded Warrants at issuance, concluding that their sales price approximated their fair value, and allocated net proceeds from the sale proportionately to the common stock and Pre-Funded Warrants, of which $19.7 million was allocated to the Pre-Funded Warrants and recorded as a component of additional paid-in capital. There were 1,651,423 Pre-Funded Warrants issued in the April 2022 Financing exercised as of December 31, 2023. The Company has reserved for future issuances the following shares of common stock as of December 31, 2024:
|  | As of December 31, 2024 |
Option to exercise stock warrants |  |  | 8,606,303 |
Stock options and restricted stock units |  |  | 10,018,288 |
Employee stock purchase plan |  |  | 723,906 |
Total |  |  | 19,348,497 |

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