v3.26.1
Equity-Based Compensation
3 Months Ended
Mar. 31, 2026
Share-Based Payment Arrangement [Abstract]  
Equity-Based Compensation
11. Equity-Based Compensation
Warrants
As of March 31, 2026, the Company had
5,227,222
warrant grants outstanding. Each vested warrant entitles the warrant holder the right to subscribe for one share of common stock. Holders of stock warrants are entitled to exercise the vested portion of the warrant.
The service-based warrant grants generally vest over a four-year service period, with the first 25% vesting on the
one-year
anniversary of the vesting start date and the remaining vesting in equal monthly installments over the following 36 months. The service-based and performance-based warrant grants vest in the same manner as the service-based only awards to the extent the performance condition is met. The Company’s warrants expire ten years after the initial grant date if they remain unexercised. Upon the exercise date, the Company issues new
 shares of
common stock to the participant.
No warrants were exercised during the three months ended March 31, 2026.
The following assumptions were used in determining the fair value of warrants granted during the three months ended March 31, 2026:
 
 
  
Three Months Ended

March 31, 2026
Expected volatility
  
89.1% - 91.2%
Risk-free interest rate
  
3.8% - 3.9%
Expected term (in years)
  
5.8 - 6.2
Expected dividend yield
  
0%
Fair value per share
  
$9.37
 
The following table summarizes the Company’s warrants for the three months ended March 31, 2026:
 
 
  
Number of
Warrants
 
  
Weighted-
average
exercise
price per
share
 
  
Weighted-
average
remaining
contractual
term (in
years)
 
  
Aggregate
intrinsic
value (in
thousands)
 
Outstanding, December 31, 2025
  
 
2,101,352
 
  
$
5.68
 
  
 
7.4
 
  
$
2,409
 
Granted
  
 
2,294,798
 
  
$
6.00
 
  
 
— 
 
  
$
— 
 
Forfeited
  
 
(23,408
  
$
6.97
 
  
 
— 
 
  
$
— 
 
  
 
 
          
Outstanding, March 31, 2026
  
 
4,372,742
 
  
$
5.84
 
  
 
8.6
 
  
$
28,045
 
  
 
 
          
Exercisable at March 31, 2026
  
 
1,568,666
 
  
$
5.12
 
  
 
6.9
 
  
$
11,141
 
  
 
 
          
Vested and expected to vest, March 31, 2026
  
 
4,372,742
 
  
$
5.84
 
  
 
8.6
 
  
$
28,045
 
  
 
 
          
The weighted-average grant date fair value of the shares underlying warrants granted during the three months ended March 31, 2026 was
 
$
7.40
 
per share. The total fair value of the shares underlying warrants that vested during the three months ended March 31, 2026 was
 
$
0.8
 million.
Performance-Based Warrants
During 2022, the Company issued warrants to certain employees that included two components: (i) a performance condition that is achieved upon the separate closings of the Series A Convertible Preferred Shares, and (ii) a service condition where the employee provides service over a four-year period. Upon the final closing of the Series A Convertible Preferred Shares in January 2023, all performance conditions had been satisfied and the warrants were subject to ongoing service conditions. Equity-based compensation expense is recognized using an accelerated attribution method over the remaining requisite service period.
Equity-Based Compensation
Equity-based compensation expense recorded as research and development and general and administrative expenses is as follows (in thousands):
 
 
  
Three Months Ended March 31,
 
 
  
2026
 
  
2025
 
Research and development
  
$
565
 
  
$
180
 
General and administrative
  
 
753
 
  
 
279
 
  
 
 
    
 
 
 
Total
  
$
1,318
 
  
$
459
 
  
 
 
    
 
 
 
As of March 31, 2026, the total unrecognized compensation expense related to the Company’s warrants was $18.8 million, which the Company expects to recognize over a weighted-average period of approximately 3.4 years.