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

7. Stock-Based Compensation

2023 Incentive Award Plan

In November 2023, the Board adopted the 2023 Incentive Award Plan (the “2023 Plan”). On January 1, 2025, the shares of common stock authorized for issuance under the 2023 Plan increased by 2,302,126 shares and as of June 30, 2025, a total of 6,720,532 shares of common stock were available for future issuance under the 2023 Plan.

Stock options

Stock option activity for the six months ended June 30, 2025 was as follows:

 

 

Number of Options

 

 

Weighted-Average Exercise Price

 

 

Weighted- Average Remaining Contractual Term
(in years)

 

 

Aggregate Intrinsic Value
(in thousands)

 

Outstanding at December 31, 2024

 

 

6,029,631

 

 

$

14.58

 

 

 

8.83

 

 

$

22,452

 

Granted

 

 

175,000

 

 

 

4.35

 

 

 

 

 

 

 

Exercised

 

 

(17,478

)

 

 

2.49

 

 

 

 

 

 

 

Cancelled and forfeited

 

 

(2,420,823

)

 

 

16.06

 

 

 

 

 

 

 

Outstanding at June 30, 2025

 

 

3,766,330

 

 

$

13.21

 

 

 

4.57

 

 

$

135

 

Vested and expected to vest, June 30, 2025

 

 

3,766,330

 

 

$

13.21

 

 

 

4.57

 

 

$

135

 

Exercisable at June 30, 2025

 

 

2,653,982

 

 

$

13.09

 

 

 

2.83

 

 

$

98

 

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

The estimated weighted-average grant-date fair value of options granted during the six months ended June 30, 2025, and 2024 was $3.25 and $18.73 per share, respectively. The aggregate intrinsic value of options exercised during the three months ended June 30, 2025, and 2024 was $17,000 and $0.4 million, respectively, and during the six months ended June 30, 2025, and 2024 was $0.1 million and $0.5 million, respectively.

Restricted stock awards

The following table summarizes the Company’s restricted stock awards activity.

 

 

Number of
Awards

 

 

Weighted-Average Grant Date
Fair Value

 

Unvested as of December 31, 2024

 

 

46,562

 

 

$

0.67

 

Vested

 

 

(26,260

)

 

 

0.67

 

Unvested as of June 30, 2025

 

 

20,302

 

 

$

0.67

 

The purchase price of the restricted stock awards is the fair value of common stock as determined by the Board.

The Company recorded less than $0.1 million as a share repurchase liability for restricted stock awards in accrued expenses and other current liabilities on the unaudited condensed balance sheets as of June 30, 2025 and December 31, 2024.

Restricted stock units

The following table summarizes the Company’s restricted stock units activity.

 

 

Number of
Awards

 

 

Weighted-Average Grant Date
Fair Value

 

Unvested as of December 31, 2024

 

 

14,000

 

 

$

18.27

 

Granted

 

 

1,249,924

 

 

 

4.18

 

Vested

 

 

(438,914

)

 

 

4.11

 

Cancelled or forfeited

 

 

(539,535

)

 

 

4.21

 

Unvested as of June 30, 2025

 

 

285,475

 

 

$

4.90

 

Stock‑based compensation expense

Total stock-based compensation expense recorded in the unaudited condensed statements of operations and comprehensive loss was as follows:

 

 

Three months ended
June 30,

 

 

Six months ended
June 30,

 

 

2025

 

 

2024

 

 

2025

 

 

2024

 

 

(in thousands)

 

General and administrative

 

$

3,559

 

 

$

2,601

 

 

$

8,290

 

 

$

4,841

 

Research and development

 

 

1,699

 

 

 

1,701

 

 

 

3,844

 

 

 

3,365

 

Total stock-based compensation expense

 

$

5,258

 

 

$

4,302

 

 

$

12,134

 

 

$

8,206

 

The estimated grant-date fair value of awards granted was calculated based on the following assumptions:

 

 

 

Six months ended June 30,

 

2025

 

2024

Expected term (in years)

 

5.5

 

5.5 - 6.1

Expected volatility

 

91.8%

 

85.7% - 104.1%

Expected dividend

 

 

Risk-free interest rate

 

4.0%

 

4.2% - 4.7%

There were no stock options granted during the three and six months ended June 30, 2025.

As of June 30, 2025, the Company had $3.4 million of unrecognized stock-based compensation, which is net of any stock-based compensation for awards that will be forfeited as a result of the 2025 Restructuring. This unrecognized stock-based compensation is expected to be recognized through November 2025 or the closing of the Merger, if earlier.

Employee Stock Purchase Plan

On November 14, 2023, the Board adopted the 2023 Employee Stock Purchase Plan (the “ESPP”) which became effective immediately. As of June 30, 2025, there were 798,780 shares available for future issuance under the ESPP. There were no shares issued under the ESPP during the three and six months ended June 30, 2025, and 2024.

Accelerated Vesting of Equity Awards held by Certain Executives

In the six months ended June 30, 2025, in connection with the planned terminations of certain executives in April 2025, May 2025, July 2025 and November 2025, and in accordance with the terms of their respective employment agreements and the original terms of the awards, the vesting of 384,591 options, 84,273 restricted stock units and 11,818 restricted stock awards was accelerated. The impact of the acceleration of vesting on the stock-based compensation expense for the three and six months ended June 30, 2025 was $1.5 million and $3.4 million, respectively. The Company expects to recognize the remaining $0.4 million of the stock-based compensation expense related to the accelerated vesting in the period from July 2025 through November 2025.