The 2022 Plan provides for the Company to grant incentive stock options (“ISO”) or non-qualified stock options, unrestricted stock awards, restricted stock awards and restricted stock units (collectively, the “Awards”) to the employees, directors, and consultants of the Company. The 2022 Plan is administered by the board of directors, or at the discretion of the board of directors, by a committee of the board of directors. The exercise prices, vesting and other restrictions are determined at the discretion of the board of directors, or its committee if so delegated.

As of December 31, 2023, the total number of shares of common stock authorized and issuable under the 2022 Plan was 1,743,280. In March 2024, the Company’s board of directors increased the number of shares of common stock reserved for issuance under the plan from 1,743,280 to 2,948,559 shares. The remaining shares reserved for issuance under the 2022 Plan ceased to be available for issuance at the time that the 2024 Plan became effective. There will be no further awards granted under the 2022 Plan, but all outstanding awards under the 2022 Plan will continue to be governed by their existing terms.

Subsequent to the effectiveness of the 2024 Plan, the shares of common stock underlying any awards under the 2022 Plan that are forfeited, canceled, reacquired by the Company prior to vesting, satisfied without the issuance of stock or otherwise terminated (other than by exercise) and shares withheld upon exercise of an option or settlement of an award to cover the exercise price or tax withholding will be added to the shares of common stock available for issuance under the 2024 Plan.

In May 2024, the Company’s board of directors adopted, and its stockholders approved, the 2024 Plan, which became effective in June 2024. The 2024 Plan allows the Company to make equity-based and cash-based incentive awards to its officers, employees, directors, and consultants. The 2024 plan provides for the grant of incentive stock options, non-qualified stock options, stock appreciation rights, restricted stock awards, restricted stock units and other stock-based awards. The number of shares initially reserved for issuance under the 2024 Plan is 3,814,618 shares. In addition, the number of shares reserved and available for issuance

under the 2024 Plan will automatically increase on January 1, 2025 and each January 1 thereafter, by five percent of the outstanding number of shares of common stock on the immediately preceding December 31 or such lesser number of shares as determined by the compensation committee. As of June 30, 2024, the Company had 2,748,864 shares remaining available for future grants.

The shares of common stock underlying any awards under the 2024 Plan and the 2022 Plan that are forfeited, cancelled, held back upon exercise or settlement of an award to satisfy the exercise price or tax withholding, reacquired by the Company prior to vesting, satisfied without the issuance of stock, expire, or are otherwise terminated (other than by exercise) will be added back to the shares of common stock available for issuance under the 2024 Plan.

In May 2024, the Company’s board of directors adopted, and its stockholders approved, the 2024 ESPP, which became effective in June 2024. The 2024 ESPP initially reserved and authorized the issuance of up to a total of 324,243 shares of the Company’s common stock to participating employees. The 2024 ESPP provides that the number of shares reserved and available for issuance will automatically increase on January 1, 2025 and each January 1 thereafter through January 1, 2034, by the lesser of (i) 648,486 shares of common stock, (ii) one percent of the outstanding number of shares of common stock on the immediately preceding December 31, or (iii) such lesser number of shares of common stock as determined by the administrator of the 2024 ESPP. The number of shares reserved under the 2024 ESPP is subject to adjustment in the event of a stock split, stock dividend or other change in our capitalization.

No shares were issued during the three and six months ended June 30, 2024 relating to the 2024 ESPP.

The Company has granted stock options with service-based vesting conditions. Stock options generally vest over four years and have a maximum term of ten years. The Company typically grants stock options to employees and non-employees at exercise prices deemed by the Board to be equal to the fair value of the common stock at the time of grant. The following table summarizes the Company’s stock option activity for the six months ended June 30, 2024:


	Number of Shares		Weighted- Average Exercise Price per share		Weighted- Average Remaining Contractual Term (in years)		Aggregate Intrinsic Value (in thousands)
Balance at December 31, 2023		1,376,596	$	1.80		9.83	$	6,249
Granted		2,458,879		12.49
Exercised		—		—
Forfeited		—		—
Expired		—		—
Options outstanding at June 30, 2024		3,835,475	$	8.66		9.64	$	56,013
Options vested and exercisable at June 30, 2024		7,662		7.37		9.68		122
Options vested and expected to vest at June 30, 2024		3,835,475	$	8.66		9.64	$	56,013

The weighted-average grant-date fair value of stock options granted during the six months ended June 30, 2024 was $10.47 per share, and there were no options granted during the six months ended June 30, 2023. As of June 30, 2024, there was $31.0 million of total unrecognized compensation cost related to unvested stock options, which is expected to be recognized over a remaining weighted average period of 3.7 years.

The Company awards restricted stock both under the 2022 Plan as well as outside of the 2022 Plan.

The majority of the RSAs have service-based vesting conditions and vest over a period from immediately to four years. Compensation expense is recognized on a straight-line basis over the requisite service period.

The following table summarizes the Company’s service-based RSA grant activity for the six months ended June 30, 2024:


	RSAs			Weighted- Average Grant Date Fair Value
Unvested shares at December 31, 2023		1,585,998		$	3.64
Granted		—			—
Vested		(295,771	)		3.37
Forfeited		—			—
Unvested shares at June 30, 2024		1,290,227		$	3.71

The aggregate fair value of service-based RSAs that vested during the six months ended June 30, 2024 and 2023, was $0.3 million and $78 thousand, respectively. As of June 30, 2024, there was $4.4 million of total unrecognized compensation cost related to unvested service-based RSAs, which is expected to be recognized over a remaining weighted average period of 2.48 years.

The Company has also granted performance-based RSAs to certain employees and directors with a vesting commencement date contingent upon the subsequent closing of the Company’s Series A convertible preferred stock financing. The Company has determined that it has met all the conditions to establish the grant date for these performance-based RSAs at the original issuance date. Therefore, these awards are deemed to contain an implied performance condition. The vesting of the performance-based RSAs is also subject to grantees’ continued service until the 4th anniversary date of the closing of a subsequent financing.

Share-based compensation expense associated with the performance-based RSAs is recognized if the performance condition is considered probable of achievement. In February 2023, the existing Series A convertible preferred stock investors waived the second and third tranche milestones and the Company closed on the sale of its second and third tranches of Series A convertible preferred stock. As a result, the performance condition was deemed to be met.

The following table summarizes the Company’s performance-based RSA grant activity for the six months ended June 30, 2024:


	RSAs			Weighted- Average Grant Date Fair Value
Unvested shares at December 31, 2023		649,264		$	3.63
Granted		—			—
Vested		(102,517	)		3.63
Forfeited		—			—
Unvested shares at June 30, 2024		546,747		$	3.63

The aggregate fair value of performance-based RSAs that vested during the six months ended June 30, 2024 and 2023 was $0.1 million and $68 thousand, respectively. As of June 30, 2024, there was $0.9 million of total unrecognized compensation cost related to unvested performance-based restricted common stock, which is expected to be recognized over a remaining weighted average period of 1.64 years.

The Company recorded stock-based compensation expense for stock options of $1.7 million and zero in the three months ended June 30, 2024 and 2023, respectively, and $2.4 million and zero in the six months ended June 30, 2024 and 2023, respectively. The Company recorded stock-based compensation expense for RSAs of $0.7 million and $0.9 million in the three months ended June 30, 2024 and 2023, respectively, and $1.4 million and $1.7 million in the six months ended June 30, 2024 and 2023, respectively. The following table below summarizes the classification of the Company’s stock-based compensation expense related to stock options and restricted common stock awards in the consolidated statements of operations and comprehensive loss (in thousands):


	For the Three Months Ended June 30,				For the Six Months Ended June 30,
	2024		2023		2024		2023
General and Administrative	$	1,351	$	482	$	2,120	$	697
Research and Development		1,003		463		1,725		971
	$	2,354	$	945	$	3,845	$	1,668