v3.25.2
Stock-Based Compensation
6 Months Ended
Jun. 30, 2025
Share-Based Payment Arrangement [Abstract]  
Stock-Based Compensation
10.
Stock-Based Compensation

Equity Incentive Plan

In March 2024, the Company’s board of directors adopted, and the Company’s stockholders approved, the 2024 Incentive Award Plan (the Plan), which became effective in connection with the IPO and has a term of ten years. As of June 30, 2025, a total of 3,765,892 shares of common stock were authorized for issuance under the Plan, which includes a January 1, 2025 increase of 1,115,002 shares, pursuant to the evergreen provision of the Plan. See Note 11 to the audited financial statements included in the Company’s 2024 10-K for a description of the evergreen provision of the Plan. On June 30, 2025, 2,934,333 of these shares were available for grant under the Plan.

Prior to the adoption of the Plan, the Company had awarded common stock options under the 2018 Equity Incentive Plan (as amended, the Predecessor Plan). Under the provisions of the Plan, the shares subject to awards issued under the Predecessor Plan that were outstanding as of March 27, 2024, the effective date of the Plan, and that are subsequently cancelled or forfeited, will become available for issuance under, and will increase the number of shares that may be issued under, the Plan.

In August 2024, the compensation committee of the Company’s board of directors, as administrator of the Plan and the Predecessor Plan, approved an option repricing (2024 Repricing), which was effective on August 19, 2024 (the Repricing Effective Date). The repricing applied to options to purchase up to an aggregate of 3,484,346 shares of the Company’s common stock with an exercise price per share in excess of the closing price per share of the Company’s common stock on the Repricing Effective Date, held by eligible employees of the Company that were granted under the Plan or the Predecessor Plan and were outstanding as of the Repricing Effective Date (the Repriced Options). See Note 11 to the audited financial statements included in the Company’s 2024 10-K for a description of the 2024 Repricing.

Stock Options

Stock option activity under the Plan and the Predecessor Plan and certain other related information is as follows (in thousands except weighted-average exercise price and remaining term):

 

 

Number

 

 

Weighted-
Average
Exercise
Price

 

 

Weighted-
Average
Remaining
Term (years)

 

 

Aggregate-
Intrinsic
Value

 

Balance as of December 31, 2024

 

 

3,818

 

 

$

6.37

 

 

 

7.2

 

 

$

 

Granted

 

 

1,508

 

 

$

2.29

 

 

 

 

 

 

 

Exercised

 

 

 

 

$

 

 

 

 

 

 

 

Forfeited and expired

 

 

(679

)

 

$

5.24

 

 

 

 

 

 

 

Balance as of June 30, 2025

 

 

4,647

 

 

$

5.10

 

 

 

8.0

 

 

$

 

Vested and expected to vest at June 30, 2025

 

 

4,647

 

 

$

5.10

 

 

 

8.0

 

 

$

 

Exercisable as of June 30, 2025

 

 

2,048

 

 

$

5.26

 

 

 

6.8

 

 

$

 

 

Aggregate intrinsic value in the above table is the difference between the estimated fair value of the Company’s common stock as of either June 30, 2025 or December 31, 2024, and the exercise price of stock options that had exercise prices below that value.

For the Repriced Options, the weighted-average prices and intrinsic value information in the table above is calculated based on the exercise price per share that applied immediately prior to the Repricing Effective Date pending satisfaction of the requisite service requirement or other service conditions.

The options exercised during the six months ended June 30, 2024 had an insignificant intrinsic value at exercise. No options were exercised during the six months ended June 30, 2025.

Employee Stock Purchase Plan

In March 2024, the Company’s board of directors adopted, and the Company’s stockholders approved, the Company’s 2024 Employee Stock Purchase Plan (ESPP), which became effective in connection with the IPO. On January 1, 2025, pursuant to the evergreen provision of the ESPP, the aggregate number of shares that may be issued under the ESPP was automatically increased by 223,000 shares to 454,919. See Note 11 to the audited financial statements included in the Company’s 2024 10-K for a description of the evergreen provision of the ESPP.

The Company recognized stock-based compensation expense related to the ESPP of $0.2 million and $0.3 million for the three months ended June 30, 2025 and 2024, respectively, and $0.3 million and $0.3 million for the six months ended June 30, 2025 and 2024, respectively.

The Company issued and sold 85,568 and 0 shares under the ESPP during the six months ended June 30, 2025 and 2024, respectively.

Stock-Based Compensation Expense

Stock-based compensation expense, including the expense related to the ESPP, as recorded in the accompanying condensed statements of operations and comprehensive loss was as follows (in thousands):

 

 

 

Three Months Ended
June 30,

 

 

Six Months Ended
June 30,

 

 

 

2025

 

 

2024

 

 

2025

 

 

2024

 

Research and development

 

$

642

 

 

$

888

 

 

$

1,357

 

 

$

1,412

 

General and administrative

 

 

1,051

 

 

 

1,247

 

 

 

2,133

 

 

 

2,051

 

Total stock-based compensation

 

$

1,693

 

 

$

2,135

 

 

$

3,490

 

 

$

3,463

 

 

 

As of June 30, 2025, unrecognized compensation cost related to outstanding stock options (all of which have time-based vesting) was $11.8 million, which is expected to be recognized over a weighted-average period of 2.5 years.

As of June 30, 2025, unrecognized compensation cost related to the ESPP was $0.7 million, which is expected to be recognized as expense over approximately 1.8 years.

Excluding any effect of the Repriced Options, except for Repriced Options held by employees who experienced a Qualifying Termination (as defined in Note 11 to the audited financial statements included in the Company’s 2024 10-K), the weighted-average assumptions used in the Black-Scholes option pricing model to determine the fair value of the stock options granted during the periods indicated in the table were as follows:

 

 

 

Three Months Ended
June 30,

 

 

Six Months Ended
June 30,

 

 

 

2025

 

 

2024

 

 

2025

 

 

2024

 

Expected option life (in years)

 

 

5.9

 

 

 

6.0

 

 

 

5.9

 

 

 

6.0

 

Assumed volatility

 

 

105.0

%

 

 

91.3

%

 

 

105.0

%

 

 

94.9

%

Assumed risk-free interest rate

 

 

4.0

%

 

 

4.3

%

 

 

4.4

%

 

 

4.2

%

Expected dividend yield

 

 

 

 

 

 

 

 

 

 

 

 

 

Excluding any effect due to the Repriced Options, except for Repriced Options held by employees who experienced a Qualifying Termination, the weighted-average grant date per share fair value of options granted during the three months ended June 30, 2025 and 2024 were $0.89 and $4.55, respectively, and the weighted-average grant date per share fair value of options granted during the six months ended June 30, 2025 and 2024 were $1.89 and $11.59, respectively.