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Pay vs Performance Disclosure - USD ($)

12 Months Ended

Dec. 31, 2024

Dec. 31, 2023

Pay Versus Performance

The disclosure included in this section is prescribed by SEC rules and does not necessarily align with how the Company or the Compensation Committee view the link between the Company’s performance and named executive officer (“NEO”) pay. This disclosure is intended to comply with the requirements of Item 402(v) of Regulation S-K applicable to “smaller reporting companies.” For further information regarding our compensation philosophy and how we seek to align executive compensation with the Company’s performance, refer to “Executive Compensation.”

Required Tabular Disclosure of Pay Versus Performance

The amounts set forth below under the headings “Compensation Actually Paid to PEO” and “Average Compensation Actually Paid for NEOs” have been calculated in a manner consistent with Item 402(v) of Regulation S-K. Use of the term “compensation actually paid” (“CAP”) is required by the SEC’s rules and as a result of the calculation methodology required by the SEC, such amounts differ from compensation actually received by the individuals and the compensation decisions described in the “Executive Compensation” section above.


					Value of Initial Fixed $100 Investment Based on:
Fiscal Year	Summary Compensation Table Total for PEO ($)(1)(2)	Compensation Actually Paid to PEO ($)(1)(3)	Average Summary Compensation Table Total for non-PEO NEOs ($)(1)(2)	Average Compensation Actually Paid to non-PEO NEOs ($)(1)(3)	Total Shareholder Return ($)(4)	Net Income ($M)(5)
2024	8,974,873	55,192,709	5,047,927	16,865,449	406.53	(68.99)
2023	4,193,269	1,052,606	1,674,690	1,099,998	81.47	(58.29)

(1)

The following individuals are our PEO and other non-PEO NEOs for each fiscal year:


Year	PEO	Non-PEO NEOs
2024	David Campbell, Ph.D.	Tighe Reardon, Thomas DiRaimondo, Byron Robinson Ph.D., J.D.
2023	David Campbell, Ph.D.	Byron Robinson, Ph.D., J.D., Charles Winter

(2)

Represents the amount of total compensation reported for Dr. Campbell (our Chief Executive Officer) and the average total compensation for our non-PEO NEOs for each corresponding year in the “Total” column of the Summary Compensation Table. Refer to “Executive Compensation—Summary Compensation Table.”

(3)

Represents the amount of CAP to Dr. Campbell and the average amount of CAP to our Non-PEO NEOs, respectively, as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual amount of compensation earned by or paid to our NEOs during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to the reported total compensation for each year to determine the CAP:


	PEO 2024 ($)	Average of Non-PEO NEOs 2024 ($)	PEO 2023 ($)	Average of Non-PEO NEOs 2023 ($)
Summary Compensation Table (SCT) Total	8,974,873	5,047,927	4,193,269	1,674,690
Deduct: Grant Date Fair Value of “Stock Awards” and “Option Awards” columns in the SCT for Applicable Year*	7,844,373	2,377,858	3,155,769	1,017,990
Add: Fair Value at Applicable FY End of Awards Granted during Applicable FY that Remain Unvested as of Applicable FY End*	21,848,627	5,815,636	2,188,604	706,001
Add: Change in Fair Value from the end of the Prior FY to the end of the Applicable FY of Awards Granted during Prior FY that were Outstanding and Unvested as of Applicable FY End*	15,325,254	2,671,871	(1,828,521)	(282,675)
Add: Change in Fair Value from the end of the Prior FY to the Vesting Date of Awards Granted during Prior FY that Vested During Applicable FY*	16,888,329	4,300,997	(344,978)	19,971
Add: Vesting Date Fair Value of Awards that were Granted and Vested During Applicable FY*	—	1,444,628	—	—
Deduct: Fair Value at Prior Year End of Awards Granted during Prior FY that were Forfeited during Applicable FY*	—	37,752	—	—
CAP	55,192,709**	16,865,449	1,052,606**	1,099,998**

*The fair values of stock options vested during the fiscal year or outstanding as of fiscal year end were estimated using the Black-Scholes option pricing model with the following assumptions, which may be materially different from the assumptions used for estimating the grant-date fair value as reported in the “Option Awards” columns in the Summary Compensation Table:


Expected term (in years)		1.82 – 7.67
Expected volatility		79.4 – 118.4%
Risk-free interest rate		3.36 – 4.86
Expected dividend rate		—

**Totals are rounded

(4)

For the relevant fiscal year, represents the cumulative TSR of our common stock and the Nasdaq Biotechnology Index at the end of each fiscal year. In each case, assume an initial investment of $100 on December 31, 2022.

(5)

The dollar amounts reported represent the amount of net loss reflected in the Company’s audited financial statements for the applicable year.

Named Executive Officers, Footnote

(1)

The following individuals are our PEO and other non-PEO NEOs for each fiscal year:


Year	PEO	Non-PEO NEOs
2024	David Campbell, Ph.D.	Tighe Reardon, Thomas DiRaimondo, Byron Robinson Ph.D., J.D.
2023	David Campbell, Ph.D.	Byron Robinson, Ph.D., J.D., Charles Winter

PEO Total Compensation Amount

$ 8,974,873

$ 4,193,269

PEO Actually Paid Compensation Amount

$ 55,192,709

1,052,606

Adjustment To PEO Compensation, Footnote

(3)


	PEO 2024 ($)	Average of Non-PEO NEOs 2024 ($)	PEO 2023 ($)	Average of Non-PEO NEOs 2023 ($)
Summary Compensation Table (SCT) Total	8,974,873	5,047,927	4,193,269	1,674,690
Deduct: Grant Date Fair Value of “Stock Awards” and “Option Awards” columns in the SCT for Applicable Year*	7,844,373	2,377,858	3,155,769	1,017,990
Add: Fair Value at Applicable FY End of Awards Granted during Applicable FY that Remain Unvested as of Applicable FY End*	21,848,627	5,815,636	2,188,604	706,001
Add: Change in Fair Value from the end of the Prior FY to the end of the Applicable FY of Awards Granted during Prior FY that were Outstanding and Unvested as of Applicable FY End*	15,325,254	2,671,871	(1,828,521)	(282,675)
Add: Change in Fair Value from the end of the Prior FY to the Vesting Date of Awards Granted during Prior FY that Vested During Applicable FY*	16,888,329	4,300,997	(344,978)	19,971
Add: Vesting Date Fair Value of Awards that were Granted and Vested During Applicable FY*	—	1,444,628	—	—
Deduct: Fair Value at Prior Year End of Awards Granted during Prior FY that were Forfeited during Applicable FY*	—	37,752	—	—
CAP	55,192,709**	16,865,449	1,052,606**	1,099,998**


Expected term (in years)		1.82 – 7.67
Expected volatility		79.4 – 118.4%
Risk-free interest rate		3.36 – 4.86
Expected dividend rate		—

**Totals are rounded

Non-PEO NEO Average Total Compensation Amount

$ 5,047,927

1,674,690

Non-PEO NEO Average Compensation Actually Paid Amount

$ 16,865,449

1,099,998

Adjustment to Non-PEO NEO Compensation Footnote

(3)


	PEO 2024 ($)	Average of Non-PEO NEOs 2024 ($)	PEO 2023 ($)	Average of Non-PEO NEOs 2023 ($)
Summary Compensation Table (SCT) Total	8,974,873	5,047,927	4,193,269	1,674,690
Deduct: Grant Date Fair Value of “Stock Awards” and “Option Awards” columns in the SCT for Applicable Year*	7,844,373	2,377,858	3,155,769	1,017,990
Add: Fair Value at Applicable FY End of Awards Granted during Applicable FY that Remain Unvested as of Applicable FY End*	21,848,627	5,815,636	2,188,604	706,001
Add: Change in Fair Value from the end of the Prior FY to the end of the Applicable FY of Awards Granted during Prior FY that were Outstanding and Unvested as of Applicable FY End*	15,325,254	2,671,871	(1,828,521)	(282,675)
Add: Change in Fair Value from the end of the Prior FY to the Vesting Date of Awards Granted during Prior FY that Vested During Applicable FY*	16,888,329	4,300,997	(344,978)	19,971
Add: Vesting Date Fair Value of Awards that were Granted and Vested During Applicable FY*	—	1,444,628	—	—
Deduct: Fair Value at Prior Year End of Awards Granted during Prior FY that were Forfeited during Applicable FY*	—	37,752	—	—
CAP	55,192,709**	16,865,449	1,052,606**	1,099,998**


Expected term (in years)		1.82 – 7.67
Expected volatility		79.4 – 118.4%
Risk-free interest rate		3.36 – 4.86
Expected dividend rate		—

**Totals are rounded

Compensation Actually Paid vs. Total Shareholder Return

CAP and Cumulative TSR

The chart below shows the relationship between the CAP to our PEO and the average CAP to our non-PEO NEOs, on the one hand, to the Company’s cumulative TSR over the two years presented in the table, on the other.

Compensation Actually Paid vs. Net Income

CAP and Net Income (Loss)

The chart below shows the relationship between the compensation actually paid to our PEO and the average compensation actually paid to our non-PEO NEOs, on the one hand, to the Company’s Net Income (Loss) over the two years presented in the table, on the other.

Total Shareholder Return Amount

$ 406.53

81.47

Net Income (Loss)

$ (68,990,000)

$ (58,290,000)

PEO Name

David Campbell

Additional 402(v) Disclosure

Required Disclosure of the Relationship Between CAP and Financial Performance Measures

As required by Item 402(v) of Regulation S-K, we are providing the following graphs to illustrate the relationship between the pay and performance figures that are included in the pay versus performance tabular disclosure above. As noted above, CAP for purposes of the tabular disclosure and the following graphs was calculated in accordance with SEC rules and does not reflect the amount of compensation earned by or actually paid to our NEOs during the applicable years.

PEO | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table

Pay vs Performance Disclosure

Adjustment to Compensation, Amount

$ (7,844,373)

$ (3,155,769)

PEO | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested

Pay vs Performance Disclosure

Adjustment to Compensation, Amount

21,848,627

2,188,604

PEO | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested

Pay vs Performance Disclosure