Stockholders' Equity | Note 6. Stockholders’ Equity Private Placement In March 2024, the Company entered into a Non-Voting Common Stock Purchase Agreement (the “Agreement”) with an investment fund (the “Investor”) affiliated with Farallon Capital Management, L.L.C. (“Farallon”), pursuant to which the Company sold and issued 2,850,000 shares of its non-voting common stock to the Investor at a purchase price of $ 21.00 per share, for aggregate gross proceeds of $ 59.9 million, in a private placement transaction. Funds affiliated with Farallon have been and continue to be a greater than 5% stockholder in the Company. No discounts, commissions or placement agent fees were payable in connection with the foregoing private placement. Follow-On Public Offerings In January 2024, the Company raised $ 241.5 million in a follow-on public offering. The Company issued and sold 11,500,000 shares of common stock which included 1,500,000 shares of common stock sold pursuant to the full exercise by the underwriters of their option to purchase additional shares, at a public offering price of $ 21.00 per share. The Company raised $ 226.5 million in net proceeds from the follow-on public offering after deducting underwriters' commissions of $ 14.5 million and other expenses of $ 0.5 million. In February 2023, the Company raised $ 23.0 million in a follow-on public offering. The Company issued and sold 5,750,000 shares of common stock which included 750,000 shares of common stock issued pursuant to the over-allotment option granted to the underwriters to purchase additional shares of common stock, at a public offering price of $ 4.00 per share. The Company raised $ 21.2 million in net proceeds from the follow-on public offering after deducting underwriters' commissions of $ 1.4 million and issuance costs of $ 0.4 million. Sales Agreement In September 2022, the Company entered into a Controlled Equity Offering SM Sales Agreement (the Sales Agreement) with Cantor Fitzgerald & Co., as sales agent (Cantor Fitzgerald), pursuant to which it may issue and sell its common stock from time to time through an “at the market offering” (ATM) program under the Sales Agreement. The Company has no obligation to sell any shares of common stock under the Sales Agreement and may at any time suspend sales under the Sales Agreement. Cantor Fitzgerald will be entitled to compensation in an amount of 3% of the gross proceeds of any shares of common stock sold under the Sales Agreement. In August 2023, the Company filed a prospectus supplement providing for the sale of up to $ 75.0 million of shares of common stock under the Sales Agreement. The Company sold 1,422,250 shares of its common stock for gross proceeds of $ 8.8 million during 2023. In March 2024, the Company filed a sales agreement prospectus providing for the sale of up to $ 150.0 million of shares of common stock under the Sales Agreement (exclusive of shares sold previously). A s of March 31, 2024, no shares of common stock had been sold pursuant to the most recent sales agreement prospectus. Amended and Restated Certificate of Incorporation In March 2021, the Company amended and restated the Company’s certificate of incorporation to, among other things, increase the authorized shares of voting common stock, non-voting common stock and preferred stock to 300,000,000 shares, 10,000,000 shares and 10,000,000 shares, respectively. Voting Common Stock and Non-Voting Common Stock As of March 31, 2024, the Company had 33,607,490 shares of voting common stock outstanding and 5,270,755 shares of non-voting common stock outstanding. As of December 31, 2023, the Company had 22,096,494 shares of voting common stock outstanding and 2,420,755 shares of non-voting common stock outstanding. Reconciliation of Changes in Stockholders’ Equity The following tables document the changes in stockholders' equity for the three months ended March 31, 2024 and 2023 (unaudited): Voting Common Stock Non-Voting Common Stock (in thousands, except shares) Number of Shares Amount Number of Shares Amount Additional Accumulated Other Comprehensive Loss Accumulated Deficit Total Stockholders' Equity Balance at December 31, 2023 22,096,494 $ 2 2,420,755 $ — $ 181,563 $ ( 78 ) $ ( 140,564 ) $ 40,923 Issuance of common stock in follow-on public offering 11,500,000 1 — — 241,499 — — 241,500 Issuance of non-voting common stock in PIPE financing — — 2,850,000 — 59,850 — — 59,850 Financing related fees — — — — ( 15,088 ) — — ( 15,088 ) Stock-based compensation — — — — 1,749 — — 1,749 Stock option exercises 10,996 — — — 48 — — 48 Unrealized loss on short-term investments, net — — — — — ( 288 ) — ( 288 ) Net loss — — — — — — ( 14,986 ) ( 14,986 ) Balance at March 31, 2024 33,607,490 $ 3 5,270,755 $ — $ 469,621 $ ( 366 ) $ ( 155,550 ) $ 313,708 Voting Common Stock Non-Voting Common Stock (in thousands, except shares) Number of Shares Amount Number of Shares Amount Additional Accumulated Other Comprehensive Loss Accumulated Deficit Total Stockholders' Equity Balance at December 31, 2022 13,585,950 $ 1 3,629,400 $ — $ 148,303 $ ( 692 ) $ ( 86,142 ) $ 61,470 Issuance of common stock in follow-on public offering 5,750,000 1 — — 21,187 — — 21,188 Conversion of non-voting common stock to voting common stock 1,208,645 ( 1,208,645 ) — — Financing related fees ( 37 ) ( 37 ) Stock-based compensation — — — — 697 — — 697 Unrealized gain on short-term investments, net — — — — — 271 — 271 Net loss — — — — — — ( 11,456 ) ( 11,456 ) Balance at March 31, 2023 20,544,595 $ 2 2,420,755 $ — $ 170,150 $ ( 421 ) $ ( 97,598 ) $ 72,133 |