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Pay vs Performance Disclosure - USD ($)
 12 Months Ended
Dec. 31, 2025
Dec. 31, 2024
Dec. 31, 2023
Pay vs Performance Disclosure      
Pay vs Performance Disclosure, Table

Pay Versus Performance

The following tables and related disclosures provide information about (i) the “total compensation” of our principal executive officer ("PEO") and our other named executive officers ("Other NEOs"), as presented in the Summary Compensation Table ("SCT") on page 18, (ii) the “compensation actually paid” to our PEO and our Other NEOs, as calculated pursuant to the SEC’s pay-versus-performance rules, or the Compensation Actually Paid ("CAP") amounts, (iii) certain financial performance measures, and (iv) the relationship of the CAP amounts to those financial performance measures. This disclosure has been prepared in accordance with Item 402(v) of Regulation S-K and does not necessarily reflect the value actually realized by the named executive officers or how our compensation committee evaluates compensation decisions in light of company or individual performance.

Year

 

Summary compensation table total for PEO (1)

 

 

Compensation actually paid to PEO (1)(2)

 

 

 

Average summary compensation table total for non-PEO named executive officers (1)

 

 

Average compensation actually paid to non-PEO named executive officers (1)(2)

 

 

 

Value of initial fixed $100 investment based on total shareholder return

 

 

Net income (loss)

 

2025

 

$

5,100,006

 

 

$

2,330,168

 

 

 

$

2,150,208

 

 

$

1,609,870

 

 

 

$

98.10

 

 

$

(219,879

)

2024

 

$

7,684,366

 

 

$

8,896,128

 

 

 

$

3,844,287

 

 

$

1,967,308

 

 

 

$

115.45

 

 

$

(167,575

)

2023

 

$

4,008,206

 

 

$

(184,883

)

 

 

$

2,313,001

 

 

$

1,878,710

 

 

 

$

96.59

 

 

$

(155,101

)

 

(1)
For 2025, our PEO was Nadim Ahmed and our Other NEOs were Jeffrey Jones, M.D. and Mary Kay Fenton. For 2024, our PEO was Mr. Ahmed and our Other NEOs were Dr. Jones, Ms. Fenton, and Jeffrey Trigilio. For 2023, our PEO was Mr. Ahmed and out Other NEOs were Dr. Jones and Mr. Trigilio.
(2)
The following table describes the adjustments, each of which is prescribed by Item 402(v) of Regulation S-K, to calculate the CAP amounts from the SCT amounts. The valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of grant. The SCT amounts and the CAP amounts do not reflect the actual amount of compensation earned or received by or paid to our named executive officers during the applicable years but rather are amounts determined in accordance with Item 402(v) of Regulation S-K.

 

 

2025

 

 

2024 (1)

 

 

 

2023 (1)

 

Adjustments

 

PEO

 

 

Other NEOs*

 

 

PEO

 

 

Other NEOs*

 

 

 

PEO

 

 

Other NEOs*

 

SCT Amounts

 

$

5,100,006

 

 

$

2,150,208

 

 

$

7,684,366

 

 

$

3,844,287

 

 

 

$

4,008,206

 

 

$

2,313,001

 

(Subtract): Aggregate grant date fair value for stock awards and option awards included in SCT Amounts for the covered fiscal year

 

 

(3,931,740

)

 

 

(1,365,188

)

 

 

(6,510,560

)

 

 

(3,136,645

)

 

 

 

(2,847,690

)

 

 

(1,461,534

)

Add: Fair value at year end of awards granted during the covered fiscal year that were outstanding and unvested at the covered fiscal year end

 

 

3,761,557

 

 

 

1,306,098

 

 

 

3,649,988

 

 

 

851,450

 

 

 

 

1,964,813

 

 

 

975,999

 

Add (Subtract): Year-over-year change in fair value (from the end of the prior fiscal year) at covered fiscal year end of awards granted in any prior fiscal year that were outstanding and unvested at the covered fiscal year end

 

 

(720,042

)

 

 

(260,737

)

 

 

318,699

 

 

 

58,965

 

 

 

 

(3,322,566

)

 

 

(155,490

)

Add: Fair value as of the vesting date for awards that are granted and vest in the same year

 

 

359,446

 

 

 

124,806

 

 

 

710,120

 

 

 

205,934

 

 

 

 

521,952

 

 

 

262,824

 

Add (Subtract): Change as of the vesting date (from the end of the prior fiscal year) in fair value of awards granted in any prior fiscal year for which vesting conditions were satisfied during the covered fiscal year

 

 

(2,234,759

)

 

 

(345,317

)

 

 

3,043,515

 

 

 

364,862

 

 

 

 

(509,598

)

 

 

(56,090

)

(Subtract): Fair value at end of prior fiscal year of awards granted in any prior fiscal year that failed to meet the applicable vesting conditions during the covered fiscal year

 

 

(4,300

)

 

 

—

 

 

 

—

 

 

 

(221,545

)

 

 

 

—

 

 

 

—

 

CAP Amounts (as calculated)

 

 

2,330,168

 

 

 

1,609,870

 

 

 

8,896,128

 

 

 

1,967,308

 

 

 

 

(184,883

)

 

 

1,878,710

 

 

* Amounts presented are averages for the entire group of Other NEOs in each respective year.

 

(1)
Numbers in the columns for 2024 and 2023 have been revised from the numbers previously reported in last year’s Pay Versus Performance Table in order to correct an administrative error in the calculation of “compensation actually paid” related to the remeasurement of the value of equity awards at year end. The error did not affect the Summary Compensation Table or any other compensation amounts disclosed in the prior year proxy statement.
    
Named Executive Officers, Footnote
(1)
For 2025, our PEO was Nadim Ahmed and our Other NEOs were Jeffrey Jones, M.D. and Mary Kay Fenton. For 2024, our PEO was Mr. Ahmed and our Other NEOs were Dr. Jones, Ms. Fenton, and Jeffrey Trigilio. For 2023, our PEO was Mr. Ahmed and out Other NEOs were Dr. Jones and Mr. Trigilio.
    
PEO Total Compensation Amount $ 5,100,006 $ 7,684,366 $ 4,008,206
PEO Actually Paid Compensation Amount $ 2,330,168 8,896,128 (184,883)
Adjustment To PEO Compensation, Footnote
(2)
The following table describes the adjustments, each of which is prescribed by Item 402(v) of Regulation S-K, to calculate the CAP amounts from the SCT amounts. The valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of grant. The SCT amounts and the CAP amounts do not reflect the actual amount of compensation earned or received by or paid to our named executive officers during the applicable years but rather are amounts determined in accordance with Item 402(v) of Regulation S-K.

 

 

2025

 

 

2024 (1)

 

 

 

2023 (1)

 

Adjustments

 

PEO

 

 

Other NEOs*

 

 

PEO

 

 

Other NEOs*

 

 

 

PEO

 

 

Other NEOs*

 

SCT Amounts

 

$

5,100,006

 

 

$

2,150,208

 

 

$

7,684,366

 

 

$

3,844,287

 

 

 

$

4,008,206

 

 

$

2,313,001

 

(Subtract): Aggregate grant date fair value for stock awards and option awards included in SCT Amounts for the covered fiscal year

 

 

(3,931,740

)

 

 

(1,365,188

)

 

 

(6,510,560

)

 

 

(3,136,645

)

 

 

 

(2,847,690

)

 

 

(1,461,534

)

Add: Fair value at year end of awards granted during the covered fiscal year that were outstanding and unvested at the covered fiscal year end

 

 

3,761,557

 

 

 

1,306,098

 

 

 

3,649,988

 

 

 

851,450

 

 

 

 

1,964,813

 

 

 

975,999

 

Add (Subtract): Year-over-year change in fair value (from the end of the prior fiscal year) at covered fiscal year end of awards granted in any prior fiscal year that were outstanding and unvested at the covered fiscal year end

 

 

(720,042

)

 

 

(260,737

)

 

 

318,699

 

 

 

58,965

 

 

 

 

(3,322,566

)

 

 

(155,490

)

Add: Fair value as of the vesting date for awards that are granted and vest in the same year

 

 

359,446

 

 

 

124,806

 

 

 

710,120

 

 

 

205,934

 

 

 

 

521,952

 

 

 

262,824

 

Add (Subtract): Change as of the vesting date (from the end of the prior fiscal year) in fair value of awards granted in any prior fiscal year for which vesting conditions were satisfied during the covered fiscal year

 

 

(2,234,759

)

 

 

(345,317

)

 

 

3,043,515

 

 

 

364,862

 

 

 

 

(509,598

)

 

 

(56,090

)

(Subtract): Fair value at end of prior fiscal year of awards granted in any prior fiscal year that failed to meet the applicable vesting conditions during the covered fiscal year

 

 

(4,300

)

 

 

—

 

 

 

—

 

 

 

(221,545

)

 

 

 

—

 

 

 

—

 

CAP Amounts (as calculated)

 

 

2,330,168

 

 

 

1,609,870

 

 

 

8,896,128

 

 

 

1,967,308

 

 

 

 

(184,883

)

 

 

1,878,710

 

 

* Amounts presented are averages for the entire group of Other NEOs in each respective year.

 

(1)
Numbers in the columns for 2024 and 2023 have been revised from the numbers previously reported in last year’s Pay Versus Performance Table in order to correct an administrative error in the calculation of “compensation actually paid” related to the remeasurement of the value of equity awards at year end. The error did not affect the Summary Compensation Table or any other compensation amounts disclosed in the prior year proxy statement.
    
Non-PEO NEO Average Total Compensation Amount $ 2,150,208 3,844,287 2,313,001
Non-PEO NEO Average Compensation Actually Paid Amount $ 1,609,870 1,967,308 1,878,710
Adjustment to Non-PEO NEO Compensation Footnote
(2)
The following table describes the adjustments, each of which is prescribed by Item 402(v) of Regulation S-K, to calculate the CAP amounts from the SCT amounts. The valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of grant. The SCT amounts and the CAP amounts do not reflect the actual amount of compensation earned or received by or paid to our named executive officers during the applicable years but rather are amounts determined in accordance with Item 402(v) of Regulation S-K.

 

 

2025

 

 

2024 (1)

 

 

 

2023 (1)

 

Adjustments

 

PEO

 

 

Other NEOs*

 

 

PEO

 

 

Other NEOs*

 

 

 

PEO

 

 

Other NEOs*

 

SCT Amounts

 

$

5,100,006

 

 

$

2,150,208

 

 

$

7,684,366

 

 

$

3,844,287

 

 

 

$

4,008,206

 

 

$

2,313,001

 

(Subtract): Aggregate grant date fair value for stock awards and option awards included in SCT Amounts for the covered fiscal year

 

 

(3,931,740

)

 

 

(1,365,188

)

 

 

(6,510,560

)

 

 

(3,136,645

)

 

 

 

(2,847,690

)

 

 

(1,461,534

)

Add: Fair value at year end of awards granted during the covered fiscal year that were outstanding and unvested at the covered fiscal year end

 

 

3,761,557

 

 

 

1,306,098

 

 

 

3,649,988

 

 

 

851,450

 

 

 

 

1,964,813

 

 

 

975,999

 

Add (Subtract): Year-over-year change in fair value (from the end of the prior fiscal year) at covered fiscal year end of awards granted in any prior fiscal year that were outstanding and unvested at the covered fiscal year end

 

 

(720,042

)

 

 

(260,737

)

 

 

318,699

 

 

 

58,965

 

 

 

 

(3,322,566

)

 

 

(155,490

)

Add: Fair value as of the vesting date for awards that are granted and vest in the same year

 

 

359,446

 

 

 

124,806

 

 

 

710,120

 

 

 

205,934

 

 

 

 

521,952

 

 

 

262,824

 

Add (Subtract): Change as of the vesting date (from the end of the prior fiscal year) in fair value of awards granted in any prior fiscal year for which vesting conditions were satisfied during the covered fiscal year

 

 

(2,234,759

)

 

 

(345,317

)

 

 

3,043,515

 

 

 

364,862

 

 

 

 

(509,598

)

 

 

(56,090

)

(Subtract): Fair value at end of prior fiscal year of awards granted in any prior fiscal year that failed to meet the applicable vesting conditions during the covered fiscal year

 

 

(4,300

)

 

 

—

 

 

 

—

 

 

 

(221,545

)

 

 

 

—

 

 

 

—

 

CAP Amounts (as calculated)

 

 

2,330,168

 

 

 

1,609,870

 

 

 

8,896,128

 

 

 

1,967,308

 

 

 

 

(184,883

)

 

 

1,878,710

 

 

* Amounts presented are averages for the entire group of Other NEOs in each respective year.

 

(1)
Numbers in the columns for 2024 and 2023 have been revised from the numbers previously reported in last year’s Pay Versus Performance Table in order to correct an administrative error in the calculation of “compensation actually paid” related to the remeasurement of the value of equity awards at year end. The error did not affect the Summary Compensation Table or any other compensation amounts disclosed in the prior year proxy statement.
    
Compensation Actually Paid vs. Total Shareholder Return

Compensation Actually Paid and Cumulative TSR

As reflected in the table, our total shareholder return ("TSR") for 2025 declined compared to 2024, and the CAP to our PEO and the CAP to our Other NEOs both decreased in 2025 compared to 2024. As reflected in the table, our total shareholder return ("TSR") for 2024 increased compared to 2023, and the CAP to our PEO and the CAP to our Other NEOs both increased in 2024 compared to 2023.

    
Compensation Actually Paid vs. Net Income

Compensation Actually Paid and Net Income (Loss)

Because we are not a commercial-stage company, we did not have any revenue during the periods presented. Consequently, our Company has not historically considered to net income (loss) as a performance measure for our executive compensation program.

Our net loss in 2025 increased $52.3 million, or 31.2%, from 2024. The CAP to our PEO for 2025 decreased $6.6 million, or 73.8%, from 2024. The average CAP to our Other NEOs for 2025 decreased $0.4 million, or 18.2%, from 2024. Our net loss in 2024 increased $12.5 million, or 8.0%, from 2023. The CAP to our PEO for 2024 increased $9.1 million, or 4911.8%, from 2023. The average CAP to our Other NEOs for 2024 increased $0.1 million, or 4.7%, from 2023.

    
Total Shareholder Return Amount $ 98.1 115.45 96,590
Net Income (Loss) $ (219,879,000) $ (167,575,000) $ (155,101,000)
PEO Name Nadim Ahmed Mr. Ahmed Mr. Ahmed
PEO | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount $ (3,931,740) $ (6,510,560) $ (2,847,690)
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 3,761,557 3,649,988 1,964,813
PEO | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount (720,042) 318,699 (3,322,566)
PEO | Vesting Date Fair Value of Equity Awards Granted and Vested in Covered Year      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount 359,446 710,120 521,952
PEO | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount (2,234,759) 3,043,515 (509,598)
PEO | Prior Year End Fair Value of Equity Awards Granted in Any Prior Year that Fail to Meet Applicable Vesting Conditions During Covered Year      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount (4,300) 0 0
Non-PEO NEO | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount (1,365,188) (3,136,645) (1,461,534)
Non-PEO NEO | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount 1,306,098 851,450 975,999
Non-PEO NEO | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount (260,737) 58,965 (155,490)
Non-PEO NEO | Vesting Date Fair Value of Equity Awards Granted and Vested in Covered Year      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount 124,806 205,934 262,824
Non-PEO NEO | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount (345,317) 364,862 (56,090)
Non-PEO NEO | Prior Year End Fair Value of Equity Awards Granted in Any Prior Year that Fail to Meet Applicable Vesting Conditions During Covered Year      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount $ 0 $ (221,545) $ (0)