Under the Amended and Restated Certificate of Incorporation dated July 22, 2024, the Company had a total of 710,000,000 shares of capital stock authorized for issuance, consisting of 700,000,000 shares of common stock, par value of $0.0001 per share, and 10,000,000 shares of preferred stock, par value of $0.0001 per share. Additionally, the Company has authorized 84,556 shares reserved under the terms specified as part of the Company’s Pledge 1% Movement commitment, in support of its corporate social responsibility and philanthropic pursuits.

In 2020 and 2021, the Company issued 2,077,165 shares and 1,595,983 shares, respectively, of Series A convertible preferred stock at a price of $21.93 per share, resulting in aggregate gross proceeds of $70.0 million and total issuance costs of $0.4 million. The Company converted a promissory note with a fair value of $10.6 million as part of the first closing and reclassified a convertible preferred stock purchase right liability with a fair value of $23.7 million into equity as part of the second closing.

In 2021, the Company issued 2,487,237 shares of Series B convertible preferred stock at a price of $48.25 per share resulting in aggregate gross proceeds of $120.0 million and incurred $0.4 million of total issuance costs.

As of December 31, 2023, the Company’s Series A and Series B convertible preferred stock was classified as temporary equity in the balance sheets given that the holders of the convertible preferred stock could cause certain events to occur that are outside of the Company’s control whereby the Company could be obligated to redeem the convertible preferred stock. The carrying value of the convertible preferred stock was not adjusted to the redemption value until the contingent redemption events are considered to be probable of occurring.

The Company’s convertible preferred stock had the following rights, preferences and privileges:

The Company shall not declare, pay or set aside any dividends on shares of any class of capital stock of the Company unless the holders of the Series A or Series B convertible preferred stock shall first receive, or simultaneously receive, a dividend on each outstanding share of the Series A convertible preferred stock equal to an amount as defined in the Company’s Amended and Restated Certificate of Incorporation. No such dividends have been declared or paid through December 31, 2024.

The holders of the Series A convertible preferred stock are entitled to receive liquidation preferences, in the event of a change in control, at an amount per share equal to the greater of (i) the Series A original issuance price of $21.93, plus any dividends declared but unpaid or (ii) such amount per share as would have been payable had all shares of Series A convertible preferred stock been converted into common stock. The holders of the Series B convertible preferred stock are entitled to receive liquidation preferences, in the event of a change in control, at an amount per share equal to the greater of (1) the Series B original issuance price of $48.25, plus any dividends declared but unpaid or (2) such amount per share as would have been payable had all shares of Series B convertible preferred stock been converted into common stock. Liquidation payments to the holders of the Series A and Series B convertible preferred stock have priority and are made in preference to any payments to the holders of common stock.

After full payment of the liquidation preference to the holders of the Series A and Series B convertible preferred stock, the remaining assets, if any, will be distributed ratably to the holders of the common stock.

The shares of Series A and Series B convertible preferred stock are convertible into an equal number of shares of common stock, at the option of the holder, subject to certain anti-dilution adjustments. The conversion rate for the convertible preferred stock is determined by dividing the original issue price by the conversion price. The conversion price is initially the original issue price, but is subject to adjustment for dividends, stock splits, and other distributions. The conversion rate at December 31, 2023, for the Series A and Series B convertible preferred stock was 1:1.

Each share of Series A convertible preferred stock will be automatically converted into common stock at the then effective conversion rate (subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other similar recapitalization with respect to the common stock) upon: (i) the closing of the sale of common stock to the public in a firm-commitment underwritten public offering pursuant to an effective registration statement under the Securities Act of 1933, as amended, resulting in at least $75.0 million of gross proceeds to the Company; or (ii) the date and time, or the occurrence of an event, specified by vote or written consent of the holders of 60% of the outstanding shares of Series A convertible preferred stock. Each share of Series B convertible preferred stock will be automatically converted into common stock at the then effective conversion rate (subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other similar recapitalization with respect to the common stock) upon: (1) the closing of the sale of common stock to the public in a firm-commitment underwritten public offering pursuant to an effective registration statement Securities Act of 1933, as amended, resulting in at least $75.0 million of gross proceeds to the Company; or (2) the date and time, or the occurrence of an event, specified by vote or written consent of the holders of 60% of the outstanding shares of Series B convertible preferred stock.

The holders of Series A and Series B convertible preferred stock do not have any redemption rights, except upon certain liquidation events that are outside of the Company’s control.

The holder of each share of Series A and Series B convertible preferred stock generally vote together with the shares of common stock as a single class, but also have class vote approval rights as provided by the Company’s certificate of incorporation or as required by applicable law.

Immediately upon completion of the IPO, 6,160,385 outstanding shares of convertible preferred stock converted into 6,160,385 shares of common stock. There are no Series A or Series B convertible preferred shares outstanding as December 31, 2024.

The voting, dividend, and liquidation rights of the holders of the common stock are subject to, and qualified by, the rights, preferences and privileges of the holders of the Series A and Series B convertible preferred stock. The holders of the common stock are entitled to one vote for each share of common stock held at all meetings of stockholders.

Common stock reserved for future issuance consisted of the following:


	AS OF
	DECEMBER 31, 2024		DECEMBER 31, 2023
Convertible preferred stock		—		6,160,385
Common stock options granted and outstanding		2,216,215		1,315,726
Restricted stock units granted and outstanding		529,359		22,514
Shares available for issuance under the 2024 and 2020 equity incentive plans, respectively		1,820,868		323,131
Shares available for issuance under the ESPP Plan		212,000		—
Shares available for issuance under the Pledge 1% commitment		84,556		84,556
Total common stock reserved for future issuance		4,862,998		7,906,312

In June 2020, the Company adopted the 2020 Equity Incentive Plan (the “2020 Plan”). The 2020 Plan provides for the grant of incentive stock options (“ISO”), non-statutory stock options (“NSO”), stock appreciation rights, restricted stock awards, restricted stock unit awards, and other stock awards.

The 2020 Plan was amended in December 2020, January 2021, July 2021, August 2022, and in April 2024. In April 2024, the 2020 Plan was amended to increase the total number of shares reserved under the 2020 Plan to 2,083,797.

In July 2024, in connection with the closing of the IPO, the Company’s board of directors adopted the 2024 Equity Incentive Plan (the “2024 Plan”), a successor to and continuation of the 2020 Plan. Upon the effectiveness of the 2024 Plan, 4,572,025 shares of common stock were authorized for issuance which consists of (1) 2,630,000 new shares of common stock, (2) 115,436 shares available for issuance under the 2020 Plan, and (3) up to 1,826,589 shares of common stock subject to outstanding stock awards granted under the 2020 Plan that, on or after the 2024 Plan becomes effective, expire or otherwise terminate prior to exercise or settlement; are not issued because the stock award is settled in cash; are forfeited or repurchased because of the failure to vest; or are reacquired or withheld to satisfy a tax withholding obligation or the purchase or exercise price, if any, as such shares become available from time to time. Furthermore, upon effectiveness of the 2024 Plan, no further grants will be made under the 2020 Plan, and the 2020 Plan will automatically terminate on June 23, 2030.

Options granted under the 2024 Plan are exercisable at various dates as determined upon grant and will expire no more than 10 years from their date of grant. The exercise price of each option shall be determined by the board of directors based on the estimated fair value of the Company’s stock on the date of the option grant. The exercise price shall not be less than 100% of the fair market value of the Company’s common stock at the time the option is granted. Most option grants generally vest 25% on the first anniversary of the original vesting commencement date, with the balance vesting monthly over the remaining three years and early exercise is permitted. The vesting period generally occurs over four years unless there is a specific performance vesting trigger at which time those shares will vest when the performance trigger is probable to occur.

On April 6, 2023, the Company’s board of directors approved a stock option repricing (the “Option Repricing”) in which the exercise price of certain outstanding options to purchase shares of the Company’s common stock under the 2020 Plan was reduced to $5.00 per share, the estimated fair value of the Company’s common stock as of December 31, 2022. The Option Repricing was intended to motivate holders of options with exercise prices in excess of the estimated fair value of the Company’s common stock to remain with the Company and work toward its success. The Option Repricing included options granted pursuant to the 2020 Plan that were held by, among others, members of the Company’s board of directors and the Company’s named executive officers.

As a result of the Option Repricing, 1,168,651 shares of vested and unvested stock options outstanding as of April 6, 2023, with original exercise prices ranging from $5.14 to $51.72 per share, were repriced to an exercise price of $5.00 per share. The Option Repricing impacted 70 grantees and the total incremental fair value recognized as a result of the repricing was $1.5 million. During the years ended December 31, 2024 and 2023, the Company recorded $0.4 million and $0.8 million of stock-based compensation expense in relation to the Option Repricing, respectively.

A summary of the Company’s stock option activity under the 2020 Plan and 2024 Plan is as follows:


	TOTAL OPTIONS			WEIGHTED- AVERAGE EXERCISE PRICE PER SHARE		WEIGHTED- AVERAGE REMAINING CONTRACTUAL TERM		AGGREGATE INTRINSIC VALUE
						(in years)		(in thousands)
Outstanding at December 31, 2023		1,315,726		$	5.02		9.1	$	214
Granted		1,064,839			11.17		—		—
Exercised		(10,046	)		5.04		—		—
Cancelled		(154,304	)		8.59		—		—
Outstanding at December 31, 2024		2,216,215		$	7.72		8.7	$	7,118
Exercisable as of December 31, 2024		1,135,571		$	5.08		8.1	$	5,686

For the year ended December 31, 2024, the Company recorded $6.2 million in stock-based compensation related to employee and non-employee options. The weighted-average grant date fair value of options granted for the years ended December 31, 2024 and 2023, was $8.79 and $3.27 per share, respectively. The total intrinsic value of options exercised during the years ended December 31, 2024 and 2023, was de minimus. Upon the exercise of stock options, the Company will issue new shares of its common stock. As of December 31, 2024, the unrecognized compensation cost related to outstanding employee and non-employee options was $10.4 million and is expected to be recognized as expense over a weighted-average period of 2.8 years.

The assumptions used in the Black-Scholes option pricing model to determine the fair value of the employee and non-employee stock option grants issued for the years ended December 31, 2024 and 2023, were as follows:


	YEAR ENDED DECEMBER 31,
	2024		2023
Stock price	$5.18 - $15.45		$	5.00
Risk-free rate of interest	3.5% - 4.6%		3.6% - 4.4%
Expected term (years)	5.1 - 6.1		5.5 - 6.1
Expected stock price volatility	87.2% - 110.5%		86.5% - 88.6%
Expected dividend yield		—		—

In connection with the closing of the IPO, the Company’s board of directors adopted the 2024 Employee Stock Purchase Plan (the “ESPP”). The ESPP provides for two-year offering periods consisting of four 6-month purchase periods, and at the end of each purchase period employees are able to purchase shares at 85% of the lower of the fair market value of the Company’s common stock on the first trading day of the offering period or on the last trading day of the purchase period. A new offering is initiated each January 16 and July 16. In the event the fair market value of the Company’s common stock on the first day of any new offering is less than or equal to the fair

market value of a ongoing offering, the ongoing offering shall terminate immediately following the purchase of shares of common stock on the purchase date immediately preceding the new offering and participants in the terminated ongoing offering will be automatically enrolled in the new offering.

An aggregate of 212,000 shares were initially reserved and available for issuance under the ESPP. The ESPP provides that the number of shares reserved and available for issuance under the plan will automatically increase each January 1, beginning on January 1, 2025, by the lesser of 1.0% of the outstanding number of shares of common stock on the immediately preceding December 31, and 424,000 shares of common stock. No shares were issued under the ESPP as of December 31, 2024.

The ESPP is considered a compensatory plan, and for the year ended December 31, 2024 the Company recorded related stock-based compensation of $0.2 million. The assumptions used to estimate the fair value of ESPP awards using the Black-Scholes option valuation model were as follows:


	YEAR ENDED DECEMBER 31,
	2024
Stock price	$	11.91
Risk-free rate of interest	4.4% - 5.2%
Expected term (years)	0.5 - 2.0
Expected stock price volatility	84.4% - 87.9%
Expected dividend yield		—

Restricted stock unit awards (“RSUs”) granted under the 2020 and 2024 Plan are subject to time-based vesting and convert to shares of common stock in accordance with the vesting schedule. RSUs are valued at the estimated fair value of the Company’s stock on the date of grant and are amortized over the requisite service period. The total number of RSUs granted represents the maximum number of RSUs eligible to vest based upon the service conditions set forth in the grant agreements. Employees forfeit unvested RSUs upon termination of employment with a corresponding reversal of expense.

During the years ended December 31, 2024 and 2023, 534,095 and zero RSUs were granted by the Company, respectively. As of December 31, 2024, 529,359 total RSUs were outstanding.

The following table summarizes RSU activity under the 2020 and 2024 Plan during the year ended December 31, 2024:


	NUMBER OF STOCK UNITS			WEIGHTED- AVERAGE GRANT DATE FAIR VALUE PER SHARE

Unvested balance at January 1, 2024		22,514		$	46.83
Granted		534,095			11.43
Vested		(22,514	)		46.83
Forfeited		(27,250	)		14.20
Unvested balance at December 31, 2024		506,845		$	11.28

For the year ended December 31, 2024, the Company recorded $0.5 million in stock-based compensation related to RSUs. As of December 31, 2024, the unrecognized compensation cost related to outstanding RSUs was $5.2 million and is expected to be recognized as expense over a weighted-average period of 3.6 years. The total fair value of RSUs vested during the year ended December 31, 2024 was approximately $1.1 million.

The following table summarizes stock-based compensation expense by financial statement line item in the Company’s statements of operations and comprehensive loss (in thousands):


	YEAR ENDED DECEMBER 31,
	2024		2023
Research and development	$	3,414	$	3,639
General and administrative		3,566		3,414
Total	$	6,980	$	7,053

In 2023, the Company entered into separation agreements with certain executives, terminating their employment and entering into consulting agreements. Under the separation agreements, service-based requirements for one of the executives were deemed satisfied for all RSUs as of the date of separation. In order for RSUs to vest, there must be a liquidity event and the RSUs must meet the time and service-based requirement prior to the defined Liquidity Event Deadline. There were no outstanding RSUs associated with these executives as of December 31, 2024. The Company recognized zero in incremental compensation cost for the year ended December 31, 2024, and $0.5 million in incremental compensation cost for the year ended December 31, 2023 in relation to the service-based requirement met. The separation agreements also provided for extended vesting terms of certain options grants through the term of the consulting agreements. The Company recognized zero in incremental compensation cost for the year ended December 31, 2024, and $0.2 million in incremental compensation cost for the year ended December 31, 2023 in relation to the extended vesting terms.