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Convertible Preferred Stock and Stockholders' Equity
3 Months Ended
Mar. 31, 2025
Temporary Equity And Permanent Equity [Abstract]  
Convertible Preferred Stock and Stockholders' Equity

8. Convertible Preferred Stock and Stockholders’ Equity

Stockholders’ Equity

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.

Convertible Preferred Stock

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 condensed 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.

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 were no Series A or Series B convertible preferred shares outstanding as March 31, 2025, and December 31, 2024.

Common 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

 

 

MARCH 31,
2025

 

 

DECEMBER 31,
2024

 

Common stock options granted and outstanding

 

 

2,264,064

 

 

 

2,216,215

 

Restricted stock units granted and outstanding

 

 

1,468,948

 

 

 

529,359

 

Shares available for issuance under the 2024 and 2020 equity incentive plans, respectively

 

 

1,998,662

 

 

 

1,820,868

 

Shares available for issuance under the ESPP Plan

 

 

432,752

 

 

 

212,000

 

Shares available for issuance under the Pledge 1% commitment

 

 

84,556

 

 

 

84,556

 

Total common stock reserved for future issuance

 

 

6,248,982

 

 

 

4,862,998

 

 

Stock Options

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, non-statutory stock options, 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 became 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, as of the effectiveness of the 2024 Plan, no further grants can be made under the 2020 Plan, and the 2020 Plan will automatically terminate on June 23, 2030. The 2024 Plan provides that the number of shares reserved and available for issuance under the 2024 Plan will automatically increase each January 1, beginning on January 1, 2025, by 5.0% of the outstanding number of shares of common stock on the immediately preceding December 31st. On January 1, 2025, 1,214,580 shares were added to the 2024 Plan reserve.

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. The Company recorded $0.1 million of stock-based compensation expense in relation to the Option Repricing during each of the three months ended March 31, 2025 and 2024.

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, 2024

 

 

2,216,215

 

 

$

7.72

 

 

 

8.7

 

 

$

7,118

 

Granted

 

 

153,800

 

 

 

5.16

 

 

 

 

 

 

 

Exercised

 

 

(26,834

)

 

 

5.15

 

 

 

 

 

 

 

Cancelled

 

 

(79,117

)

 

 

5.29

 

 

 

 

 

 

 

Outstanding at March 31, 2025

 

 

2,264,064

 

 

$

7.66

 

 

 

8.6

 

 

$

 

Exercisable as of March 31, 2025

 

 

1,113,586

 

 

$

5.10

 

 

 

8.0

 

 

$

 

 

For each of the three months ended March 31, 2025 and 2024, the Company recorded $1.4 million in stock-based compensation related to employee and non-employee options. The weighted-average grant date fair value of options granted for the three months ended March 31, 2025 and 2024, was $3.89 and $4.29 per share, respectively. The total intrinsic value of options exercised during the three months ended March 31, 2025 and 2024 was zero. Upon the exercise of stock options, the Company will issue new shares of its common stock. As of March 31, 2025, the unrecognized compensation cost related to outstanding employee and non-employee options was $9.4 million and is expected to be recognized as expense over a weighted-average period of 2.7 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 three months ended March 31, 2025 and 2024, were as follows:

 

 

THREE MONTHS ENDED MARCH 31,

 

 

2025

 

 

2024

 

Stock price

 

$3.86 - $10.67

 

 

$5.18

 

Risk-free rate of interest

 

4.1% - 4.5%

 

 

4.1% - 4.2%

 

Expected term (years)

 

5.4 - 6.1

 

 

5.1 - 6.1

 

Expected stock price volatility

 

88.2% - 89.6%

 

 

106.2% - 110.5%

 

Expected dividend yield

 

 

 

 

 

 

Employee Stock Purchase Plan

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 an 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. On January 1, 2025, 242,916 shares were added to the ESPP reserve. 22,164 shares were issued under the ESPP during the three months ended March 31, 2025.

The ESPP is considered a compensatory plan, and for the three months ended March 31, 2025, 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:

 

 

THREE MONTHS ENDED MARCH 31,

 

 

2025

 

Stock price

 

$6.78 - $11.91

 

Risk-free rate of interest

 

4.2% - 5.2%

 

Expected term (years)

 

0.5 - 2.0

 

Expected stock price volatility

 

84.4% - 91.8%

 

Expected dividend yield

 

 

 

 

Restricted Stock Unit Awards

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 three months ended March 31, 2025 and 2024, 966,853 and zero RSUs were granted by the Company, respectively. As of March 31, 2025, 1,468,948 total RSUs were outstanding.

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

 

 

NUMBER OF
STOCK UNITS

 

 

WEIGHTED-
AVERAGE GRANT
DATE FAIR VALUE
PER SHARE

 

 

 

 

 

 

 

Unvested balance at January 1, 2025

 

 

506,845

 

 

$

11.28

 

Granted

 

 

966,853

 

 

 

4.19

 

Vested

 

 

 

 

 

 

Forfeited

 

 

(4,750

)

 

 

10.71

 

Unvested balance at March 31, 2025

 

 

1,468,948

 

 

$

6.61

 

 

For the three months ended March 31, 2025 and 2024, the Company recorded $0.5 million and zero, respectively, in stock-based compensation related to RSUs. As of March 31, 2025, the unrecognized compensation cost related to outstanding RSUs was $8.7 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 three months ended March 31, 2025 was zero.

Stock-Based Compensation Expense

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

 

 

THREE MONTHS ENDED MARCH 31,

 

 

2025

 

 

2024

 

Research and development

 

$

957

 

 

$

767

 

General and administrative

 

 

1,095

 

 

 

639

 

Total

 

$

2,052

 

 

$

1,406