Capital Structure

3 Months Ended

Mar. 31, 2025

Equity [Abstract]

Capital Structure

Note 5. Capital Structure

Common Stock

The Company’s amended and restated certificate of incorporation authorizes the Company to issue up to 300,000,000 shares of common stock with a par value of $0.0001 per share and 10,000,000 shares of preferred stock with a par value of $0.0001 per share.

Common stockholders are entitled to dividends when and if declared by the Company’s Board of Directors (Board) and after any preferred share dividends are fully paid. The holder of each share of common stock is entitled to one vote. As of March 31, 2025, no dividends have been declared.
 

Public Offering

In April 2023, pursuant to a registration statement on Form S-3, the Company issued and sold 5,750,000 shares of common stock at a public offering price of $30.00 per share in an underwritten public offering. The net proceeds to the Company from the offering were approximately $161.8 million, after deducting underwriting discounts and commissions and offering costs of approximately $11.0 million.

ATM Offering Agreement with Piper Sandler & Co.

On November 25, 2022, the Company entered into an equity distribution agreement (the 2022 ATM Agreement) with Piper Sandler & Co., as sales agent (the Sales Agent), with respect to an ATM offering program (the 2022 ATM Offering Program). Pursuant to the prospectus supplement relating to the Offering (as defined below), dated as of November 25, 2022 (the Prospectus Supplement), the Company may offer and sell, from time to time in its sole discretion, shares of its common stock, par value $0.0001 per share (the Common Stock), having an aggregate offering price of up to $100 million (the Shares) through the Sales Agent (the Offering).

The offering was registered under the Securities Act of 1933, as amended (the Securities Act), pursuant to our shelf registration statement on Form S-3 (Registration Statement No. 333-267884), as previously filed with the SEC and declared effective on October 14, 2022. The Company filed a prospectus supplement, dated November 25, 2022, with the SEC that provides for the sale of shares of Common Stock having an aggregate offering price of up to $100 million in connection with the 2022 ATM Offering Program.

The 2022 ATM Agreement contains customary representations, warranties and agreements by us, and customary indemnification and contribution rights and obligations of the parties. The Company agreed to pay the sales agent a placement fee of up to 3.0% of the aggregate gross proceeds from the sale. The Company also agreed to reimburse the sales agent for certain specified expenses in connection with entering into the 2022 ATM Agreement.

As of March 31, 2025, the Company has received aggregate proceeds from its 2022 ATM Offering Program of $3.3 million, net of commissions and offering costs, pursuant to the issuance of 1,261,537 shares of its Common Stock.