Common Stock

3 Months Ended

Mar. 31, 2025

Common Stock [Abstract]

COMMON STOCK

NOTE 8. 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 15,022,122 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, 2025.

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, 2025 and December 31, 2024.

As of March 31, 2025 and December 31, 2024, the Company had common stock reserved for future issuance as follows:

	March 31,		December 31,
	2025		2024
Outstanding and issued common stock options		2,186,226		1,628,378
Shares issuable upon exercise of common stock warrants		499,986		499,986
Shares available for grant under Equity Incentive Plans		1,199,754		1,791,291
Shares available for grant under Employee Stock Purchase Plans		981,370		981,370
Shares available for grant under 2022 Inducement Equity Incentive Plan		50,574		16,885
Total shares of common stock reserved		4,917,910		4,917,910

Shelf Registration Statement

On April 28, 2023, the Company filed a shelf registration statement on Form S-3 (the “Prior S-3”) with the SEC, which was declared effective on May 5, 2023. The Company could sell from time to time up to $250.0 million of common stock, preferred stock, debt securities, warrants, rights, units or depositary shares comprised of any combination of these securities, for the Company’s own account in one or more offerings under the Prior S-3.

On March 19, 2025, the Company filed a new shelf registration statement on Form S-3 (the “New S-3”) with the SEC, which was declared effective on March 26, 2025 and superseded the Prior S-3. As of March 31, 2025, the Company can sell from time to time up to $300.0 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 New S-3. The terms of any offering under the New S-3 will be established at the time of such offering and will be described in a prospectus supplement to the New S-3 filed with the SEC prior to the completion of any such offering.

ATM Offering

In November 2022, the Company entered into a Controlled Equity Offering^SM Sales Agreement (the “Cantor Sales Agreement”) with Cantor Fitzgerald & Co. (“Cantor”), pursuant to which the Company could offer and sell through or to Cantor, as sales agent or principal, shares of the Company’s common stock from time to time (the “Prior ATM Offering”). On November 10, 2022 and May 5, 2023, the Company filed with the SEC prospectuses under the Prior S-3 in connection with the Prior ATM Offering, pursuant to which the Company could offer and sell shares of common stock having an aggregate offering price of up to $15.5 million and $75.0 million, respectively. In January 2023, the Company issued and sold an aggregate of 233,747 shares of common stock for net proceeds of $4.5 million. On March 14, 2025, the Company and Cantor terminated the Cantor Sales Agreement.

On March 19, 2025, the Company entered into an Open Market Sale Agreement^SM 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 New 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, 2025, $100.0 million remained available under the ATM Prospectus.

Underwritten Offering

In February 2024, the Company entered into an underwriting agreement with Cowen and Company, LLC and Evercore Group L.L.C., as the representatives of the several underwriters named therein, related to an underwritten offering under the Prior S-3 of 3,900,000 shares of common stock. The Company received net proceeds of $47.2 million.

As of March 31, 2025, $200.0 million remained available and unallocated under the New S-3.