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EQUITY COMPENSATION PLAN
3 Months Ended
Mar. 31, 2025
Share-Based Payment Arrangement [Abstract]  
EQUITY COMPENSATION PLAN EQUITY COMPENSATION PLAN
2017 Plan
The Company’s share-based compensation plan, the Amended and Restated 2017 Employee, Director and Consultant Equity Incentive Plan, or the 2017 Plan, provided for the issuance of incentive stock options, restricted and unrestricted stock awards, and other stock-based awards. The 2017 Plan was terminated in connection with the Merger.
Stock Option Activity
The Company recognized compensation costs related to stock-based awards, including stock options, based on the estimated fair value of the awards on the date of grant. The Company granted options with an exercise price equal to the fair market value of the Company’s stock on the date of the option grant. The options were subject to four-year vesting with a one-year cliff and had a contractual term of 10 years.
The aggregate intrinsic value of stock options exercised during the three months ended March 31, 2024 was $25.5 million. Aggregate intrinsic value of stock options exercised was calculated using the fair value of common stock on the date of exercise. The total fair value of stock options vested during the three months ended March 31, 2024 was $8.3 million. Following the Merger, there was no activity under the 2017 Plan and no stock options remained outstanding under the 2017 Plan.
Settlement of Stock Options Upon Merger
All outstanding options with an exercise price less than or equal to the total consideration of $35.00 vested immediately upon the Merger and were settled for the consideration of: (i) $30.00 per share in cash, less the applicable exercise price of their stock option and (ii) one contingent value right per share, representing the right to receive a contingent payment of $5.00 in cash upon the achievement of a regulatory milestone. All outstanding options with an exercise price which exceeded the total consideration of $35.00 were canceled upon the Merger for no consideration.
Stock-Based Compensation Expense
The Company did not grant any stock options under the 2017 Plan during the three months ended March 31, 2025 or March 31, 2024.
Stock-based compensation expense for stock options under the 2017 Plan consisted of the following (in thousands):
 THREE MONTHS ENDED MARCH 31, 2024
Research and development$4,192 
General and administrative2,205 
Total stock-based compensation expense$6,397 
No expense was recognized under the 2017 Plan during the three months ended March 31, 2025. As of March 31, 2025, the Company had no remaining unrecognized stock-based compensation expense related to its stock options under the 2017 Plan following the termination of the plan subsequent to the Merger.
2024 Plan
In connection with the Separation, the Company adopted the 2024 Omnibus Incentive Plan, or the 2024 Plan, which provides for the issuance of incentive stock options, restricted and unrestricted stock awards, and other stock-based awards. As of March 31, 2025, an aggregate of 4.0 million shares of common stock were authorized for issuance under the 2024 Plan, of which 0.6 million remained available for issuance.
Stock Option Activity
The Company recognizes compensation costs related to stock-based awards, including stock options, based on the estimated fair value of the awards on the date of grant. The Company grants stock options with an exercise price equal to the fair market value of the Company’s stock on the date of the option grant. The stock options are generally subject to four-year vesting with a one-year cliff, or one-year vesting. All options have a contractual term of 10 years.
A summary of the Company’s stock option activity under its 2024 Plan for the three months ended March 31, 2025 is as follows (in thousands, except for per share data and years):
Number of SharesWeighted Average Exercise PriceWeighted Average Remaining Contractual Term
(In Years)
Aggregate Intrinsic Value
Outstanding as of December 31, 2024
3,660 $15.84 
Granted21 $14.03 
Forfeited(259)$15.86 
Outstanding as of March 31, 2025
3,422 $15.83 9.1$13 
Vested and exercisable as of March 31, 2025
50 $15.86 1.5$— 
No stock options were exercised during the three months ended March 31, 2025. The total fair value of stock options vested during the three months ended March 31, 2025 was $0.3 million. The Company expects all outstanding stock options to vest. Prior to the Merger, there was no activity under the 2024 Plan.
Stock-Based Compensation Expense
The weighted-average assumptions used by the Company to estimate the fair value of stock option grants using the Black-Scholes option pricing model, as well as the resulting weighted-average fair value, for the three months ended March 31, 2025 were as follows:
 THREE MONTHS ENDED
MARCH 31, 2025
Risk-free interest rate4.13 %
Expected volatility86.26 %
Expected dividend yield— %
Expected term (in years)6.08
Weighted average fair value$10.49 
Stock-based compensation expense for stock options under the 2024 Plan consisted of the following (in thousands):
 
THREE MONTHS ENDED
MARCH 31, 2025
Research and development$1,256 
General and administrative1,194 
Total stock-based compensation expense$2,450 
There was no expense incurred under the 2024 Plan during the three months ended March 31, 2024.
As of March 31, 2025, the Company had $30.9 million of total unrecognized stock-based compensation expense related to its stock options, which is expected to be recognized over a weighted-average period of 3.2 years.