Stockholders’ Equity

12 Months Ended

Dec. 31, 2025

Equity [Abstract]

Stockholders’ Equity

Stockholders’ Equity

Preferred Stock

The Company is authorized to issue 10 million shares of preferred stock with a par value of $0.0001 per share. As of December 31, 2025 and 2024, no shares of preferred stock were outstanding.

Common Stock

The Company is authorized to issue 500 million shares of common stock with a par value of $0.0001 per share. As of December 31, 2025 and 2024, there were 21,251,353 shares and 14,743,777 shares of the Company’s common stock outstanding, respectively.

On February 28, 2024, the Company entered into a sales agreement with Cowen and Company, LLC (“Cowen”) acting as the Company’s sales agent (the “Sales Agreement”), pursuant to which the Company may offer and sell shares of common stock having an aggregate offering price of up to $150.0 million from time to time in a series of one or more at‑the‑market equity offerings. The Company will pay Cowen commissions of up to 3% of the gross proceeds of the sale, and reimbursement of certain expenses, under this agreement. Neither the Company nor Cowen is obligated to sell any shares. As of December 31, 2025, the Company had not made any sales under the Sales Agreement.

In July 2025, the Company entered into the SPA with certain institutional and other accredited investors (the “Purchasers”), pursuant to which the Company sold and issued 3,753,752 shares of common stock at a purchase price of $13.32 per share at an initial closing, for gross proceeds of approximately $50.0 million.

Pursuant to the SPA, the Company had the right, but not the obligation, to require the Purchasers to purchase approximately $50.0 million of additional shares of common stock (and/or pre-funded warrants in lieu of common stock) at a closing (the “Milestone Closing”) upon the occurrence of a milestone event within 12 months following the initial closing (the “Put Right”). The purchase price per share of common stock in the Milestone Closing will be $25.61, unless the closing price of the common stock on the date before the Milestone Closing is less than $10.41, in which case it will be $10.41 per share. If the purchase price in the Milestone Closing will be $10.41 per share, the Company may rescind its Milestone Closing election before completion of the Milestone Closing.

At any time before the Milestone Closing and until the later of 12 months following the initial closing and 40 days after the Purchasers receive notice from the Company of the achievement of a milestone event, each Purchaser will have the right, but not the obligation, to purchase at a closing (each, an “Investor Call Closing”) the same dollar amount of common stock (or pre-funded warrants in lieu thereof) it has committed to purchase in the Milestone Closing, at a purchase price of $30.73 per share. If any Purchaser exercises its right to hold its Investor Call Closing, it will not participate in any subsequent Milestone Closing. In addition, subject to specified exceptions, if the Company completes a bona fide equity financing for capital-raising purposes on terms that are more favorable to investors than the terms of the Investor Call Closing, the Company’s right to hold the Milestone Closing will terminate. The Milestone Closing and Investor Call Closing (the “SPA put/call”) were determined to be a combined financial instrument as they are mutually exclusive. The Company evaluated the SPA put/call under ASC 815 and concluded it does not meet the definition of a derivative. See Note 8, Fair Value Measurements, for additional information regarding the valuation of the SPA put/call liability. See Note 21, Subsequent Events, for more information about the Company’s exercise of the SPA put right.