Common Stock and Preferred Stock

9 Months Ended

Sep. 30, 2024

Equity [Abstract]

Common Stock and Preferred Stock

Common Stock and Preferred Stock

Common Stock

As of September 30, 2024 and December 31, 2023, the Company’s certificate of incorporation, as amended and restated, authorized the Company to issue 150,000,000 shares of common stock, par value $0.0001 per share.

In February 2023, in connection with the closing of the Vertex Agreement (as defined in Note 12, Collaboration and License Agreements), the Company and Vertex also closed their Stock Purchase Agreement (the "Stock Purchase Agreement") for the sale and issuance of 1,618,613 shares of Entrada's common stock (the “Shares”) to Vertex for an aggregate purchase price of approximately $26.3 million or $16.26 per share. See Note 12, Collaboration and License Agreements, for further discussion of the Company's accounting for the Shares sold in connection with the closing of the Vertex Agreement.

In September 2023, the Company entered into a sales agreement (the "Sales Agreement") with Cowen and Company, LLC, acting as the Company's agent and/or principal (the "Sales Agent"), with respect to an "at the market offering" program under which the Company may, from time to time, at its sole discretion, issue and sell shares of its common stock having an aggregate offering price of up to $150.0 million through the Sales Agent. During the nine months ended September 30, 2024, there have been no sales of common stock pursuant to the Sales Agreement.

In June 2024, the Company entered into a securities purchase agreement with a limited number of investors relating to a registered direct offering (the “June 2024 Offering”) of 3,367,003 shares of the Company’s common stock at a purchase price of $14.85 per share and, in lieu of common stock to certain investors who so chose, pre-funded warrants (the “Pre-Funded Warrants”) to purchase 3,367,003 shares of Common Stock at a purchase price of $14.8499 per Pre-Funded Warrant, which represents the price per share at which the shares of common stock were sold to the investors in the June 2024 Offering, minus $0.0001, which is the exercise price of each Pre-Funded Warrant. The June 2024 Offering was made pursuant to the shelf registration statement on Form S-3 (File No. 333-268099) previously filed by the Company with the Securities and Exchange Commission (the “SEC”) on November 1, 2022 and declared effective by the SEC on November 7, 2022. The aggregate net proceeds from the sale of common stock and Pre-Funded Warrants in the June 2024 Offering were approximately $99.6 million, after deducting offering expenses payable by the Company. The Company will receive nominal proceeds, if any, from the exercise of the Pre-Funded Warrants.

The Pre-Funded Warrants were evaluated pursuant to ASC 480 and ASC 815. The Company classified the Pre-Funded Warrants as a component of permanent stockholders’ equity within additional paid-in capital and were recorded at the issuance date at fair value. The Pre-Funded Warrants are equity classified because they are freestanding financial instruments that are legally detachable and separately exercisable, are immediately exercisable, do not embody an obligation for the Company to repurchase its common shares, permit the holders to receive a fixed number of common shares upon exercise, are indexed to the Company’s common stock and meet the equity classification criteria. The Company valued the Pre-Funded Warrants at issuance, concluding their sales price approximated their fair value.

Shares Reserved for Future Issuance

The Company has reserved the following shares of common stock for future issuance as of:

	September 30, 2024	December 31, 2023
Exercise of outstanding stock options	5,502,085	5,414,360
Vesting of outstanding restricted stock units	2,014,608	1,268,461
Vesting of outstanding performance stock units	438,500	—
Future awards under the 2021 Stock Option and Incentive Plan	1,197,800	1,697,832
Future awards under the 2021 Employee Stock Purchase Plan	1,153,675	839,539
Total shares of authorized common stock reserved for future issuance	10,306,668	9,220,192

Preferred Stock

As of September 30, 2024 and December 31, 2023, the Company was authorized to issue 10,000,000 shares of undesignated preferred stock, par value $0.0001 per share, in one or more series and to fix the rights, preferences, privileges and restrictions thereof. As of September 30, 2024 and December 31, 2023, there were no shares of undesignated preferred stock issued or outstanding.