Stockholders' Equity |
12 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Dec. 31, 2024 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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| Stockholders' Equity | 11. Stockholders' Equity Shelf Registration Statement and ATM Offering Program On October 1, 2024, the Company filed a registration statement with the SEC for the issuance of common stock, preferred stock, warrants, debt securities, rights and units up to an aggregate of $500.0 million. On October 9, 2024, the registration statement was declared effective by the SEC. The registration statement includes ATM offering program for the sale of up to $200.0 million of shares of the Company’s common stock. The Company sold 1,503,708 shares of its common stock under the ATM offering program during the quarter and year ended December 31, 2024, resulting in net proceeds of $39.2 million. Private Placement Offering At the closing of the private placement on January 24, 2024, the Company issued 14,500,500 shares of common stock and pre-funded warrants to purchase 4,666,332 shares of common stock with a $0.001 per share exercise price. The pre-funded warrants are exercisable at any time after the date of issuance and will not expire. As of December 31, 2024, there were 4,666,332 pre-funded warrants outstanding related to this private placement. Reverse Merger At the effective time of the Reverse Merger on September 11, 2023, the Company issued an aggregate of 11,021,248 shares of Company common stock to the Former Dianthus stockholders, based on the exchange ratio of approximately 0.2181 shares of Company common stock for each share of Former Dianthus common stock, including those shares of Former Dianthus common stock issued upon the conversion of Former Dianthus preferred stock and those shares of the Former Dianthus common stock issued in the pre-closing financing. In conjunction with the pre-closing financing, the Company also issued pre-funded warrants to purchase 210,320 shares of common stock with a $0.001 per share exercise price. The pre-funded warrants were exercisable at any time after the date of issuance with no expiration date. During the quarter ended December 31, 2024, these pre-funded warrants were fully exercised and there were no pre-funded warrants outstanding related to this offering as of December 31, 2024. Preferred Stock As of December 31, 2024, the Company was authorized to issue up to 10,000,000 shares of preferred stock at a par value of $0.001. As of December 31, 2024, no shares of preferred stock were issued and outstanding. Convertible Preferred Stock On September 11, 2023, the Company completed the Reverse Merger with Former Dianthus in accordance with the Merger Agreement. Under the terms of the Merger Agreement, immediately prior to the effective time of the Reverse Merger, each share of Former Dianthus convertible preferred stock was converted into a share of Former Dianthus common stock. At closing of the Reverse Merger, the Company issued an aggregate of 7,269,183 shares of its common stock to Former Dianthus convertible preferred stockholders, based on the exchange ratio of approximately 0.2181 shares of Company common stock for each share of Former Dianthus common stock outstanding immediately prior to the Reverse Merger. Common Stock As of December 31, 2024, the Company was authorized to issue up to 150,000,000 shares of Company common stock at a par value of $0.001. As of December 31, 2024, the Company had 31,115,341 shares issued and outstanding. Each share of Company common stock entitles the holder to one vote on all matters submitted to a vote of the Company’s stockholders. Common stockholders are entitled to receive dividends, as may be declared by the Company’s board of directors, if any. No dividends have been declared or paid by the Company through December 31, 2024. The Company had the following shares of Company common stock reserved for future issuance:
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