Quarterly report [Sections 13 or 15(d)]

Equity Incentive Plans

v3.25.1
Equity Incentive Plans
3 Months Ended
Mar. 31, 2025
Share-Based Payment Arrangement [Abstract]  
Equity Incentive Plans

Note 8. Equity Incentive Plans

In connection with the Reverse Merger, the Company stockholders approved the 2024 Equity Incentive Plan (the “2024 Plan”) on December 13, 2024. The 2024 Plan provides for the grant of incentive stock options, nonqualified stock options, and stock awards, any of which may be performance-based, and for incentive bonuses, which may be paid in cash, Company common stock or a combination thereof.

The number of shares reserved for issuance under the 2024 Plan is equal to 3,455,433 shares of the Company’s common stock.

As of March 31, 2025, 1,853,292 shares of the Company’s common stock were issued under the 2024 Plan.

In connection with the Reverse Merger, all of the options outstanding under the Company’s 2019 Equity Incentive Plan (the “2019 Plan”) were adjusted with respect to the number of shares and exercise price to reflect the Exchange Ratio. As of March 31, 2025, 655,788 shares of the Company’s common stock were outstanding under the 2019 Plan and no further grants will be made under the 2019 Plan.

For incentive stock options and non-statutory stock options, the option exercise price may not be less than 100% of the estimated fair value on the date of grant. Options granted to employees typically vest over a four-year period but may be granted with different vesting terms. The options expire ten years from the grant date.

The following table summarizes stock option activity for the Company’s equity incentive plans for the three months ended March 31, 2025:

 

 

Common

 

 

Weighted

 

 

Weighted

 

 

 

Shares

 

 

Average

 

 

Average

 

 

 

Underlying

 

 

Exercise

 

 

Remaining

 

 

 

Stock

 

 

Price per

 

 

Contractual

 

 

 

Options

 

 

Share

 

 

Life (Years)

 

Outstanding at December 31, 2024

 

 

1,673,352

 

 

$

11.55

 

 

 

8.6

 

Granted

 

 

892,827

 

 

$

14.56

 

 

 

 

Exercised

 

 

(9,284

)

 

$

7.14

 

 

 

 

Forfeited / Cancelled

 

 

(47,800

)

 

$

13.60

 

 

 

 

Outstanding at March 31, 2025

 

 

2,509,095

 

 

$

12.60

 

 

 

9.0

 

Exercisable at March 31, 2025

 

 

498,578

 

 

$

9.16

 

 

 

6.5

 

The aggregate intrinsic value of options outstanding and options exercisable as of March 31, 2025 was $38.6 million and $9.4 million, respectively.

Total stock-based compensation expense recognized in the condensed consolidated statements of operations for the three months ended March 31, 2025 and 2024 is as follows (in thousands):

 

Three Months Ended March 31,

 

 

 

2025

 

 

2024

 

Research and development

 

$

390

 

 

$

133

 

General and administrative

 

 

704

 

 

 

13

 

Total stock-based compensation expense

 

$

1,094

 

 

$

146

 

As of March 31, 2025, there was approximately $18.0 million of unrecognized compensation cost related to non-vested stock options, which is expected to be recognized over a remaining weighted-average service period of 3.5 years.

The weighted average fair value of stock options granted during the three months ended March 31, 2025 was $10.02 per share which was estimated using the Black-Scholes option pricing model with the following weighted average assumptions:

Expected volatility

 

73.37% – 74.59%

 

Risk-free interest rate

 

4.29% – 4.47%

 

Expected term (years)

 

6.05

 

Expected dividend yield