Stockholders' Equity

3 Months Ended

Mar. 31, 2025

Stockholders' Equity

Stockholders' Equity

11. Stockholders’ Equity

March 2025 Offering

On March 20, 2025, the Company sold to several underwriters in a registered direct offering 46,500,000 shares of its common stock, Pre-Funded Warrants to purchase 138,930,464 shares of its common stock, and accompanying Common Warrants to purchase 185,430,464 shares of its common stock for aggregate gross proceeds of $279.9 million with $11.9 million of underwriting discounts and $0.5 million of related issuance costs.

The Pre-Funded Warrants became exercisable immediately following the closing date of the Offering with a term of three years and an exercise price of $0.001 per share of common stock. Subsequent to March 31, 2025, the Pre-Funded Warrants were exercised for 127,500,000 shares of common stock at an exercise price of $0.001 per share. Refer to Note 21, “Subsequent Events”, for additional information. The Common Warrants are exercisable at any time on or after six

months after the date of issuance with a term of three years and an exercise price of $2.00 per share of common stock. If all of the Common Warrants in the Offering were to be exercised in cash at their exercise price, the Company would receive additional gross proceeds of approximately $371.0 million.

Each Common Warrant or Pre-Funded Warrant is exercisable solely by means of a cash exercise, except that a Common Warrant or Pre-Funded Warrant will be exercisable via cashless exercise if at the time of exercise, a registration statement registering the issuance of the shares of common stock underlying the Common Warrants and Pre-Funded Warrants (the “2025 Warrant Shares”) under the Securities Act is not then effective or the prospectus contained therein is not available for the issuance of the 2025 Warrant Shares. The Common Warrants and Pre-Funded Warrants include certain rights upon “fundamental transactions” as described in the Common Warrants and Pre-Funded Warrants, including the right of the holders thereof to receive from the Company or a successor entity the same type or form of consideration (and in the same proportion) that is being offered and paid to the holders of common stock in such fundamental transaction with respect to the unexercised portion of the applicable Common Warrants or Pre-Funded Warrants immediately prior to such fundamental transaction. Alternatively, the holder of a Common Warrant shall have the right to receive the cash value of the remaining unexercised portion of its Common Warrants upon a fundamental transaction, such value to be calculated using the Black-Scholes Option Pricing Model, as described in the Common Warrants. A holder of the Common Warrants or Pre-Funded Warrants (together with its affiliates) may not exercise any portion of a Common Warrant or Pre-Funded Warrant to the extent that the holder would beneficially own more than 4.99% (or, as may be increased upon written notice at the election of the holder, up to 9.99%) of the Company’s outstanding Common Stock immediately after exercise.

The Pre-Funded Warrants and Common Warrants are freestanding financial instruments that are legally detachable and separately exercisable from the shares of common stock with which they were issued, do not embody an obligation for the Company to repurchase its shares, and permit the holders to receive a fixed number of shares of common stock upon exercise.

As of the issuance date, the common stock was valued at $73.5 million based on the Company’s stock price. The Pre-Funded Warrants and Common Warrants were valued at $219.4 million and $162.5 million, respectively, using the following Black-Scholes assumptions:

	Pre-Funded	Common
	Warrants	Warrants
Risk-free interest rate	3.96%	3.96%
Volatility	93.06%	93.06%
Expected average term (years)	3.00	3.00
Exercise price	$0.001	$2.00
Stock price	$1.58	$1.58

The net proceeds from the March 2025 offering of $267.5 million were allocated, based on the fair value disclosed above, to the common stock, Pre-Funded Warrants and Common Warrants using the relative fair value method and recorded to stockholders’ equity. Accordingly, $43.1 million, $128.9 million and $95.5 million of net proceeds were allocated to common stock, Pre-Funded Warrants, and Common Warrants, respectively.

Common Stock

On January 17, 2024, the Company entered into the At Market Issuance Sales Agreement (the “ATM Sales Agreement”) with B. Riley, pursuant to which the Company may, from time to time, offer and sell through or to B. Riley, as sales agent or principal, shares of the Company’s common stock, having an aggregate gross sales price of up to $1.0 billion. As of February 23, 2024, the Company had $697.9 million authorized for issuance remaining under the ATM Sales Agreement. On February 23, 2024, the Company amended the ATM Sales Agreement to, among other things, increase the amount of shares of the Company’s common stock available for sale under the ATM Sales Agreement to $1.0 billion. On November 7, 2024, the Company amended the ATM Sales Agreement to, among other things, increase the amount of shares of the Company’s common stock available for sale under the amended ATM Sales Agreement to $1.0 billion. During the three months ended March 31, 2025, the Company sold 5,154,177 shares of common stock at a weighted-

average sales price of $1.69 per share for gross proceeds of $8.7 million with related issuance costs of $0.2 million. Of the aggregate gross sales price of $1.0 billion available, the Company has $986.2 million of availability remaining.

Accumulated Other Comprehensive Loss

Accumulated other comprehensive loss is comprised of foreign currency translation gains and losses. There were no reclassifications from accumulated other comprehensive loss for the three months ended March 31, 2025 and 2024.

Net current-period other comprehensive loss for the three months ended March 31, 2025 increased due to foreign currency translation losses of $2.7 million. Net current-period other comprehensive loss for the three months ended March 31, 2024 increased due to foreign currency translation losses of $2.3 million.