Item 2. Unregistered Sales of Equity Securities
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
(a) Recent Sales of Unregistered Securities.
The following sets forth information regarding all unregistered equity securities sold during the three months ended June 30, 2026:
• From April 1, 2026 to June 30, 2026, we granted to certain directors, officers, employees, consultants, and other service providers options to purchase an aggregate of 349,197 shares of our common stock under our 2018 Stock Plan, as amended (the “2018 Plan”), at an exercise price of $11.00 per share.
• From April 1, 2026 to June 30, 2026, we issued to certain directors, officers, employees, consultants, and other service providers an aggregate of 180,210 shares of our common stock upon the exercise of options
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under the 2018 Plan at exercise prices ranging from $0.58 to $7.59 per share, for an aggregate purchase price of $0.5 million.
• From April 1, 2026 to June 30, 2026, we issued to SVB an aggregate of 97,828 shares of our common stock upon the cashless exercise of the outstanding common stock warrants to purchase an aggregate of 112,847 shares of common stock at exercise prices ranging from $3.34 to $4.18 per share, for an aggregate purchase price of $0.4 million.
• From April 1, 2026 to June 30, 2026, we issued 3,910,025 shares to accredited investors upon conversion of outstanding convertible notes issued in January 2026 with an aggregate principal amount of $56.5 million.
None of the foregoing transactions involved any underwriters, underwriting discounts or commissions, or any public offering. Unless otherwise stated, the sales of the above securities were deemed to be exempt from registration under the Securities Act in reliance on Section 4(a)(2) of the Securities Act (and Regulation D or Regulation S promulgated thereunder) or Rule 701 promulgated under Section 3(b) of the Securities Act as transactions by an issuer not involving any public offering or pursuant to benefit plans and contracts relating to compensation as provided under Rule 701. The recipients of the securities in each of these transactions represented their intentions to acquire the securities for investment only and not with a view to or for sale in connection with any distribution thereof, and appropriate legends were placed on the share certificates issued in these transactions. All recipients had adequate access, through their relationships with us, to information about us. The sales of these securities were made without any general solicitation or advertising.
(b) Use of Proceeds from Public Offering of Common Stock.
On April 16, 2026, our registration statement on Form S-1 (File No. 333-294697) relating to our IPO of common stock became effective (the "Form S-1"). The Form S-1 registered an aggregate of 12,937,500 shares of our common stock, including 1,687,500 shares sold pursuant to the full exercise of the underwriters’ option to purchase additional shares. The IPO closed on April 20, 2026 at which time we issued 12,937,500 shares of common stock at a public offering price of $17.00 per share, for an aggregate gross offering price of $219.9 million. Upon completion of the sale of the shares of our common stock referenced in the foregoing sentence, the IPO terminated. J.P. Morgan Securities LLC, BofA Securities, Inc., TD Securities (USA) LLC, Leerink Partners LLC, and Stifel, Nicolaus & Company, Incorporated acted as joint book-running managers for the IPO.
We incurred underwriting discounts and commissions totaling approximately $15.4 million. In addition, we incurred offering expenses of approximately $6.7 million. Thus, our net offering proceeds after deducting underwriting discounts and commissions and other offering costs, were approximately $197.8 million. None of the expenses associated with the IPO were paid to directors, officers, or persons owning 10% or more of any class of equity securities, or to our affiliates.
There has been no material change in the planned use of proceeds from the IPO from that described in the Prospectus.
(c) Issuer Purchases of Equity Securities.
None.
Item 3. Defaults Upon Senior Securities.
None.
Item 4. Mine Safety Disclosures.
Not applicable.
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Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.