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Stockholders' Equity (Deficit)
 12 Months Ended
Dec. 31, 2025
Equity [Abstract]  
Stockholders' Equity (Deficit)
7.
Stockholders’ Equity (Deficit)

Initial Public Offering and Related Transactions

In February 2025, the Company completed its IPO with the sale of 6,120,661 shares of common stock at an initial public offering price of $16.00 per share, which included the partial exercise by the underwriters of their option to purchase 232,661 additional shares, which resulted in net proceeds to the Company of approximately $87.5 million, after deducting underwriting discounts and commissions of approximately $6.9 million and offering-related transaction costs of approximately $3.5 million.

In addition, in connection with the completion of the IPO on February 14, 2025, all outstanding shares of convertible preferred stock were converted into 11,439,838 shares of the Company’s common stock and the Company’s certificate of incorporation was amended and restated to authorize 490,000,000 shares of common stock and 10,000,000 shares of undesignated preferred stock.

Convertible Preferred Stock

During 2024, the Company issued 48,030,730 shares of its Series C convertible preferred stock at a per share price of $1.7697, resulting in gross cash proceeds of $85.0 million.

At December 31, 2024, the Company’s convertible preferred stock consisted of the following (in thousands, except share and per share amounts):

Series

 

Shares
Authorized

 

 

Shares
Outstanding

 

 

Per Share
Original
Issuance and
Conversion
Price

 

 

Liquidation
Preference

 

 

Carrying
Value

 

Series A

 

 

26,250,131

 

 

 

26,250,131

 

 

$

0.5714

 

 

$

15,000

 

 

$

14,850

 

Series B

 

 

22,660,592

 

 

 

22,660,592

 

 

$

1.2857

 

 

 

29,135

 

 

 

29,054

 

Series C

 

 

48,030,730

 

 

 

48,030,730

 

 

$

1.7697

 

 

 

85,000

 

 

 

82,852

 

Total

 

 

96,941,453

 

 

 

96,941,453

 

 

 

 

 

$

129,135

 

 

$

126,756

 

 

At December 31, 2024, the Company’s convertible preferred stock was classified as temporary equity in the accompanying consolidated balance sheets in accordance with authoritative guidance for the classification and measurement of potentially redeemable securities whose redemption is based upon certain change in control events outside of the Company’s control, including liquidation, sale or transfer of control of the Company. Costs incurred in connection with the issuance of convertible preferred stock were recorded as a reduction of gross proceeds from issuance. The Company did not accrete the carrying values of the convertible preferred stock to the redemption values since the occurrence of any of these events was not considered probable as of December 31, 2024.

Equity Incentive Plans

In December 2024, the Company’s board of directors adopted the 2025 Equity Incentive Plan (the “2025 Plan”), and the Company’s stockholders approved the 2025 Plan in February 2025. The 2025 Plan, pursuant to which 2,150,000 shares were initially reserved for issuance, became effective on February 11, 2025. Upon the effectiveness of the 2025 Plan, no further grants will be made under the 2017 Stock Plan (as amended, the “Plan”). In May 2025, the Company adopted the 2025 Inducement Equity Incentive Plan (the "2025 Inducement Plan", and collectively with the 2025 Plan and the Plan, referred to as the "Plans") pursuant to which an additional 900,000 shares of common stock were reserved to be used exclusively for the grant of equity awards as a material inducement for individuals to commence employment at the Company in compliance with Nasdaq Listing Rule 5635(c)(4).

The maximum term of the options granted under the Plans is no more than ten years. Grants generally vest at 25% one year from the vesting commencement date and ratably each month thereafter for a period of 36 months, subject to continuous service. The Plans allow for the early exercise of all stock options granted if authorized by the board of directors at the time of grant. Any shares of common stock issued from the early exercise of stock options are restricted and vest over time. The Company has the option to repurchase any unvested shares at the lower of the original issue price or current fair value upon any voluntary or involuntary termination of such optionee.

Stock option activity for employee and nonemployee awards and related information is as follows:

 

 

 

Shares

 

 

Weighted-
Average
Exercise
Price

 

 

Weighted-
Average
Remaining
Contractual
Term
(in years)

 

 

Aggregate
Intrinsic
Value
(in thousands)

 

Outstanding and expected to vest at December 31, 2024

 

 

991,058

 

 

$

3.83

 

 

 

8.4

 

 

$

3,175

 

Granted

 

 

2,315,283

 

 

$

10.81

 

 

 

 

 

 

 

Exercised

 

 

(149,876

)

 

$

2.43

 

 

 

 

 

 

 

Canceled/forfeited

 

 

(118,052

)

 

$

7.44

 

 

 

 

 

 

 

Outstanding and expected to vest at December 31, 2025

 

 

3,038,413

 

 

$

9.08

 

 

 

9.0

 

 

$

12,360

 

Exercisable at December 31, 2025

 

 

374,682

 

 

$

3.44

 

 

 

6.9

 

 

$

3,627

 

 

Aggregate intrinsic value in the above table is the difference between the estimated fair value of the Company’s common stock as of either December 31, 2025 or 2024, and the exercise price of stock options that had exercise prices below that value. The aggregate intrinsic value of stock options exercised during the year ended December 31, 2025 and 2024 was $1.1 million and $0.1 million, respectively.

 

Employee Stock Purchase Plan

In January 2025, the Company’s board of directors adopted the 2025 Employee Stock Purchase Plan (the "ESPP"), which became effective on February 11, 2025. The ESPP permits participants to purchase common stock through payroll deductions of up to 100% of their eligible compensation. Initially, a total of 215,000 shares of common stock was reserved for issuance under the ESPP. The first offering period under the ESPP commenced in April 2025. Stock compensation expense for the year ended December 31, 2025 related to the ESPP was immaterial. As of December 31, 2025, the unrecognized compensation cost related to current offering periods under the ESPP was $0.8 million and is expected to be recognized over a weighted-average period of 1.0 year.

Stock-Based Compensation Expense

The weighted-average assumptions used in the Black-Scholes option pricing model to determine the fair value of the stock options granted in the years ended December 31, 2025 and 2024 were as follows:

 

 

 

Year Ended
December 31,

 

 

 

2025

 

 

2024

 

Risk-free interest rate

 

 

4.09

%

 

 

4.05

%

Expected volatility

 

 

103.3

%

 

 

101.7

%

Expected term (in years)

 

 

6.0

 

 

 

6.0

 

Expected dividend yield

 

 

—

 

 

 

—

 

 

Risk-free interest rate. The Company based the risk-free interest rate assumption on the U.S. Treasury’s rates for U.S. Treasury zero-coupon bonds with maturities similar to those of the expected term of the award being valued.

Expected volatility. Given the limited trading history for the Company's common stock, the expected volatility assumption is based on volatilities of a peer group of similar companies whose share prices are publicly available. The peer group was developed based on companies in the biotechnology industry.

Expected term. The expected term represents the period of time that options are expected to be outstanding. Because the Company does not have historical exercise behavior, it determines the expected life assumption using the “simplified” method, which is an average of the contractual term of the option and its vesting period.

Expected dividend yield. The Company used an expected dividend yield of zero, as it has never paid dividends on its common stock and has no present intention of doing so in the foreseeable future.

The weighted-average fair value of stock options granted during the years ended December 31, 2025 and 2024 was $8.84 and $3.67 per share, respectively.

The allocation of stock-based compensation expense was as follows (in thousands):

 

 

 

Year Ended December 31,

 

 

2025

 

 

2024

 

Research and development expense

 

$

1,731

 

 

$

288

 

General and administrative expense

 

 

2,217

 

 

 

151

 

Total stock-based compensation expense

 

$

3,948

 

 

$

439

 

 

As of December 31, 2025, the unrecognized compensation cost related to outstanding time-based options was $18.4 million and is expected to be recognized over a weighted-average period of 3.2 years.

Early Exercise Liability

The right to repurchase shares that were exercised prior to the time the options have vested generally lapses over the four-year vesting period. As of December 31, 2025 and 2024, the early exercise liability was approximately zero and $26,000, respectively, and is included in other long-term liabilities. For accounting purposes, the early exercise of options is not considered to be a substantive exercise until the underlying awards vest and are not considered to be outstanding until those shares vest.

A summary of the unvested common stock issued pursuant to an early exercise of stock option awards is as follows:

 

 

 

Number of
Unvested
Shares

 

Balance at January 1, 2025

 

 

8,417

 

Early-exercised stock options

 

 

2,950

 

Vested shares

 

 

(11,367

)

Balance at December 31, 2025

 

 

—

 

Common Stock Reserved for Future Issuance

Common stock reserved for future issuance consisted of the following:

 

 

 

December 31,

 

 

 

2025

 

 

2024

 

Conversion of outstanding convertible preferred stock

 

 

—

 

 

 

11,439,841

 

Outstanding stock options

 

 

3,038,413

 

 

 

991,058

 

Shares available for issuance under the Plans

 

 

849,328

 

 

 

1,164,562

 

Shares available for issuance under the ESPP

 

 

185,408

 

 

 

—

 

Total

 

 

4,073,149

 

 

 

13,595,461