Award Timing Disclosure

12 Months Ended

Dec. 31, 2024

Aug. 08, 2024

USD ($)

$ / shares

Award Timing Disclosures [Line Items]

Equity Granting Practices. Our practice is to grant stock options and similar awards in the ordinary course of business in connection with our annual compensation program, hiring new employees and the promotion or retention of employees from time to time. Although we do not have a formal policy with respect to the timing of our equity awards grants, we typically grant annual equity awards to employees, including our executive officers, at our first quarter Compensation Committee meeting each March. The number of RSUs and options granted to our employees and non-employee directors is determined by taking the target grant value and dividing by the 30 trading-day average closing price of the Company’s Class A common stock reported by Nasdaq through the day prior to grant.

We do not time the granting of equity awards with any favorable or unfavorable news released by the Company. We do not take material nonpublic information into account when determining the timing and terms of equity awards or for the purpose of affecting the value of executive compensation. Proximity of any awards to an earnings announcement or other market events is coincidental. In the event material nonpublic information were to become known to the Compensation Committee before the grant of an equity award, the Compensation Committee would consider the information and use its business judgment to determine whether to delay the grant to avoid any appearance of impropriety.

During 2024, the Compensation Committee granted a stock option award to Mr. Le Pendeven within the period beginning four business days before our filing of a periodic report on Form 10-K or Form 10-Q or the filing or furnishing of a current report on Form 8-K that disclosed material nonpublic information (other than a current report on Form 8-K disclosing a material new stock option award under Item 5.02(e) of such Form 8-K), and ending one business day after the filing or furnishing of such report. This option grant to Mr. Le Pendeven was in connection with his appointment as our permanent Chief Financial Officer, which was effective August 8, 2024. The following information regarding this option grant is provided in accordance with SEC rules:

Name

Grant Date

Number of Securities Underlying Award

Exercise Price

Grant Date Fair Value

Percentage Change in the Closing Market Price of the Securities Underlying the Award Between the Trading Day Ending Immediately Prior to the Disclosure of Material Nonpublic Information and the Trading Day Beginning Immediately Following the Disclosure of Material Nonpublic Information

Yves Le Pendeven

8/8/2024

42,000

$8.64

$259,531

11.3%

Award Timing Method

Award Timing Predetermined

true

Award Timing MNPI Considered

true

Award Timing, How MNPI Considered

Although we do not have a formal policy with respect to the timing of our equity awards grants, we typically grant annual equity awards to employees, including our executive officers, at our first quarter Compensation Committee meeting each March. The number of RSUs and options granted to our employees and non-employee directors is determined by taking the target grant value and dividing by the 30 trading-day average closing price of the Company’s Class A common stock reported by Nasdaq through the day prior to grant.

MNPI Disclosure Timed for Compensation Value

false

Awards Close in Time to MNPI Disclosures, Table