Annual report [Section 13 and 15(d), not S-K Item 405]

Equity Incentive Plans

v3.25.1
Equity Incentive Plans
12 Months Ended
Dec. 31, 2024
Share-Based Payment Arrangement [Abstract]  
Equity Incentive Plans

Note 10. 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 December 31, 2024, 1,008,265 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 December 31, 2024, 665,072 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.

A summary of activity under the Plan for the years ended December 31, 2023 and December 31, 2024 as follows:

 

 

 

Common

 

 

Weighted

 

 

Weighted

 

 

 

Shares

 

 

Average

 

 

Average

 

 

 

Underlying

 

 

Exercise

 

 

Remaining

 

 

 

Stock

 

 

Price per

 

 

Contractual

 

 

 

Options

 

 

Share

 

 

Life (Years)

 

Outstanding at January 1, 2023

 

 

317,091

 

 

$

8.18

 

 

7.1

 

Granted

 

 

188,277

 

 

$

9.79

 

 

 

 

Exercised

 

 

 

 

 

 

 

 

 

Forfeited / Cancelled

 

 

(16,085

)

 

$

8.53

 

 

 

 

Outstanding at December 31, 2023

 

 

489,283

 

 

$

8.79

 

 

7.3

 

Granted

 

 

1,184,069

 

 

$

12.70

 

 

 

 

Exercised

 

 

 

 

 

 

 

 

 

Forfeited / Cancelled

 

 

 

 

 

 

 

 

 

Outstanding at December 31, 2024

 

 

1,673,352

 

 

$

11.55

 

 

 

8.6

 

Exercisable at December 31, 2024

 

 

423,610

 

 

$

8.45

 

 

 

6.1

 

 

The aggregate intrinsic value of options outstanding and options exercisable as of December 31, 2024 was $2.4 million and $1.5 million, respectively.

Total stock-based compensation expense recognized in the consolidated statements of operations for the years ended December 31, 2024 and 2023 is as follows (in thousands):

 

 

Year Ended December 31,

 

 

 

2024

 

 

2023

 

Research and development

 

$

569

 

 

$

548

 

General and administrative

 

 

261

 

 

 

55

 

Total stock-based compensation expense

 

$

830

 

 

$

603

 

 

As of December 31, 2024, there was approximately $10.6 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 3.6 years.

The weighted average fair value of stock options granted during the year ended December 31, 2024 was $8.65 per share which was estimated using the Black-Scholes option pricing model with the following weighted average assumptions:

 

Expected volatility

 

73.37% – 81.90%

 

Risk-free interest rate

 

4.29% – 4.56%

 

Expected term (years)

 

5.77- 6.05

 

Expected dividend yield