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Pay vs Performance Disclosure - USD ($)
 12 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Dec. 31, 2022
Pay vs Performance Disclosure      
Pay vs Performance Disclosure, Table

PAY VERSUS PERFORMANCE

As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(v) of Regulation S-K, we are providing the following information about the relationship between executive “compensation actually paid” and certain financial performance of our Company.

 

Year

 

Summary
Compensation
Table Total
for PEO (1)

 

Compensation
Actually Paid
to PEO (2)

 

Average
Summary
Compensation
Table Total for
Non-PEO
NEOs (3)

 

Average
Compensation
Actually Paid
to Non-PEO
NEOs (4)

 

Value of
Initial Fixed
$100
Investment
Based on Total
Stockholder
Return
(“TSR”) (5)

 

Net Income
(Loss)
(thousands) (6)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(a)

 

(b)

 

(c)

 

(d)

 

(e)

 

(f)

 

(g)

2024

 

 

$2,511,649

 

 

 

$2,439,527

 

 

 

$1,274,915

 

 

 

$1,239,951

 

 

 

$36.24

 

 

 

$(80,604)

 

2023

 

 

$3,137,431

 

 

 

$3,261,658

 

 

 

$1,399,936

 

 

 

$1,238,406

 

 

 

$42.17

 

 

 

$(36,949)

 

2022

 

 

$2,129,549

 

 

 

$(437,290)

 

 

 

$1,132,322

 

 

 

$(205,217)

 

 

 

$38.28

 

 

 

$(35,355)

 

 

(1)
The dollar amounts reported in column (b) are the amounts of total compensation reported for Dr. Ben-Maimon (our President and Chief Executive Officer) for each of 2022, 2023 and 2024.
(2)
The dollar amounts reported in column (c) represent the amount of “compensation actually paid” to Dr. Ben-Maimon, 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 Dr. Ben-Maimon during the applicable year. Compensation “actually paid” is based on the Summary Compensation Table total compensation figure adjusted to reflect the change in actual value of stock awards (e.g., stock options and restricted equity units) during the covered year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to Dr. Ben-Maimon’s total compensation for each year to determine the compensation actually paid:

 

EXECUTIVE COMPENSATION (continued)

 

Year

 

Reported Summary
Compensation Table
Total for PEO
($)

 

Less: Reported Value of
Equity Awards (a)
($)

 

Plus: Equity Award
Adjustments (b)
($)

 

Equals Compensation
Actually Paid to PEO
($)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(a)

 

(b)

 

(c)

 

(d)

 

(e)

2024

 

 

$2,511,649

 

 

 

$(1,605,991)

 

 

 

$1,533,869

 

 

 

$2,439,527

 

2023

 

 

$3,137,431

 

 

 

$(2,272,433)

 

 

 

$2,396,659

 

 

 

$3,261,658

 

2022

 

 

$2,129,549

 

 

 

$(1,283,915)

 

 

 

$(1,282,924)

 

 

 

$(437,290)

 

 

(a)
The grant date fair value of equity awards represents the total of the amounts reported in the “Stock Awards” and “Option Awards” columns in the Summary Compensation Table for the applicable year.
(b)
The equity award adjustments for each applicable year include the addition (or subtraction, as applicable) of the following: (i) the year-end fair value of any equity awards granted in the applicable year that are outstanding and unvested as of the end of the year; (ii) the amount of change as of the end of the applicable year (from the end of the prior fiscal year) in fair value of any awards granted in prior years that are outstanding and unvested as of the end of the applicable year; (iii) for awards that are granted and vest in same applicable year, the addition of the fair value as of the vesting date; (iv) for awards granted in prior years that vest in the applicable year, the amount equal to the change in fair value as of the vesting date (from the end of the prior fiscal year); (v) for awards granted in prior years that fail to meet the applicable vesting conditions during the applicable year, a deduction for the amount equal to the fair value at the end of the prior fiscal year; and (vi) the dollar value of any dividends or other earnings paid on stock or option awards in the applicable year prior to the vesting date that are not otherwise reflected in the fair value of such award or included in any other component of total compensation for the applicable year. The valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of grant. The amounts deducted or added in calculating the equity award adjustments are as follows:

 

Year

 

Year End
Fair Value
of Outstanding
and Unvested
Equity Awards
Granted
in the Year
($)

 

Year over
Year Change
in Fair Value
of Outstanding
and Unvested
Equity Awards
Granted In Prior
Years
($)

 

Fair Value
as of Vesting
Date of Equity
Awards Granted
and Vested in
the Year
($)

 

Year over
Year Change in
Fair Value
of Equity
Awards Granted
in Prior Years
that Vested
in the Year
($)

 

Fair Value at
the End of the
Prior
Year of Equity
Awards that
Failed to
Meet Vesting
Conditions
in the Year
($)

 

Value of
Dividends or
other Earnings
Paid on Stock
or Option
Awards
not Otherwise
Reflected in
Fair Value or
Total
Compensation
($)

 

Total Equity
Award
Adjustments
($)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(a)

 

(b)

 

(c)

 

(d)

 

(e)

 

(f)

 

(g)

 

(h)

2024

 

 

$1,170,406

 

 

 

$(282,544)

 

 

 

$—

 

 

 

$646,008

 

 

 

$—

 

 

 

$—

 

 

 

$1,533,869

 

2023

 

 

$2,396,987

 

 

 

$(43,831)

 

 

 

$—

 

 

 

$43,503

 

 

 

$—

 

 

 

$—

 

 

 

$2,396,659

 

2022

 

 

$643,985

 

 

 

$(1,182,385)

 

 

 

$—

 

 

 

$(744,524)

 

 

 

$—

 

 

 

$—

 

 

 

$(1,282,924)

 

 

(3)
The dollar amounts reported in column (d) represent the average of the amounts reported for our Non-PEO NEOs as a group in the “Total” column of the Summary Compensation Table in each applicable year. For 2022, Mr. Celano is our sole Non-PEO NEO. For 2023 and 2024, Mr. Celano and Dr. Shankar are our Non-PEO NEOs.

 

EXECUTIVE COMPENSATION (continued)

 

(4)
The dollar amounts reported in column (e) represent the average of “compensation actually paid” to our Non-PEO NEOs as a group, as computed in accordance with Item 402(v) of Regulation S-K (exclusively, Mr. Celano for 2022 and, collectively, Mr. Celano and Dr. Shankar for 2023 and 2024). The dollar amounts do not reflect the actual average compensation earned by or paid to the Non-PEO NEOs as a group during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to average total compensation for our Non-PEO NEOs as a group for each year to determine the compensation actually paid, using the same methodology described above in Note (2):

 

Year

 

Reported Summary
Compensation
Table Total for Non-
PEO NEOs
($)

 

Less: Reported Value of
Equity Awards (a)
($)

 

Plus: Equity Award
Adjustments (b)
($)

 

Equals Compensation
Actually Paid to Non-
PEO NEOs
($)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(a)

 

(b)

 

(c)

 

(d)

 

(e)

2024

 

 

$1,274,915

 

 

 

$(652,719)

 

 

 

$617,754

 

 

 

$1,239,951

 

2023

 

 

$1,399,936

 

 

 

$(836,284)

 

 

 

$674,754

 

 

 

$1,238,406

 

2022

 

 

$1,132,322

 

 

 

$(569,702)

 

 

 

$(357,403)

 

 

 

$205,217

 

 

(a)
The grant date fair value of the equity awards represents the average total of the amounts reported in the “Stock Awards” and “Option Awards” columns for the Non-PEO NEOs in the Summary Compensation Table for the applicable year.
(b)
The amounts deducted or added in calculating the total average equity award adjustments are as follows:

 

Year

 

Year End
Fair Value
of Outstanding
and Unvested
Equity Awards
Granted in
the Year
($)

 

Year over
Year Change in
Fair Value
of Outstanding
and Unvested
Equity Awards
Granted in Prior
Years
($)

 

Fair Value
as of Vesting
Date of Equity
Awards
Granted
and Vested in
the Year
($)

 

Year over
Year Change in
Fair Value of
Equity Awards
Granted in
Prior Years that
Vested in the Year
($)

 

Fair Value at
the End of
the Prior
Year of Equity
Awards that
Failed to Meet
Vesting
Conditions
in the Year
($)

 

Value of
Dividends or
other
Earnings
Paid on Stock
or Option
Awards
not Otherwise
Reflected in
Fair Value
or Total
Compensation
($)

 

Total Equity
Award
Adjustments
($)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(a)

 

(b)

 

(c)

 

(d)

 

(e)

 

(f)

 

(g)

 

(h)

2024

 

 

$475,685

 

 

 

$(88,113)

 

 

 

$—

 

 

 

$230,182

 

 

 

$—

 

 

 

$—

 

 

 

$617,754

 

2023

 

 

$670,439

 

 

 

$(2,995)

 

 

 

$—

 

 

 

$7,310

 

 

 

$—

 

 

 

$—

 

 

 

$674,754

 

2022

 

 

$291,354

 

 

 

$(390,139)

 

 

 

$—

 

 

 

$(258,618)

 

 

 

$—

 

 

 

$—

 

 

 

$(357,403)

 

 

(5)
Cumulative TSR is calculated by dividing the sum of the cumulative amount of dividends for the measurement period, assuming dividend reinvestment, and the difference between our stock price at the end and the beginning of the measurement period by our stock price at the beginning of the measurement period. The beginning of the measurement period is December 31, 2020 and the end of each of the three measurement periods presented are December 31, 2022, 2023 and 2024. No dividends were paid on stock or option awards in 2022, 2023 or 2024.
(6)
The dollar amounts reported represent the amount of net income (loss) reflected in our consolidated audited financial statements for the applicable year.
   
Named Executive Officers, Footnote The dollar amounts reported in column (b) are the amounts of total compensation reported for Dr. Ben-Maimon (our President and Chief Executive Officer) for each of 2022, 2023 and 2024.The dollar amounts reported in column (d) represent the average of the amounts reported for our Non-PEO NEOs as a group in the “Total” column of the Summary Compensation Table in each applicable year. For 2022, Mr. Celano is our sole Non-PEO NEO. For 2023 and 2024, Mr. Celano and Dr. Shankar are our Non-PEO NEOs.    
PEO Total Compensation Amount $ 2,511,649 $ 3,137,431 $ 2,129,549
PEO Actually Paid Compensation Amount $ 2,439,527 3,261,658 (437,290)
Adjustment To PEO Compensation, Footnote

Year

 

Reported Summary
Compensation Table
Total for PEO
($)

 

Less: Reported Value of
Equity Awards (a)
($)

 

Plus: Equity Award
Adjustments (b)
($)

 

Equals Compensation
Actually Paid to PEO
($)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(a)

 

(b)

 

(c)

 

(d)

 

(e)

2024

 

 

$2,511,649

 

 

 

$(1,605,991)

 

 

 

$1,533,869

 

 

 

$2,439,527

 

2023

 

 

$3,137,431

 

 

 

$(2,272,433)

 

 

 

$2,396,659

 

 

 

$3,261,658

 

2022

 

 

$2,129,549

 

 

 

$(1,283,915)

 

 

 

$(1,282,924)

 

 

 

$(437,290)

 

 

(a)
The grant date fair value of equity awards represents the total of the amounts reported in the “Stock Awards” and “Option Awards” columns in the Summary Compensation Table for the applicable year.
(b)
The equity award adjustments for each applicable year include the addition (or subtraction, as applicable) of the following: (i) the year-end fair value of any equity awards granted in the applicable year that are outstanding and unvested as of the end of the year; (ii) the amount of change as of the end of the applicable year (from the end of the prior fiscal year) in fair value of any awards granted in prior years that are outstanding and unvested as of the end of the applicable year; (iii) for awards that are granted and vest in same applicable year, the addition of the fair value as of the vesting date; (iv) for awards granted in prior years that vest in the applicable year, the amount equal to the change in fair value as of the vesting date (from the end of the prior fiscal year); (v) for awards granted in prior years that fail to meet the applicable vesting conditions during the applicable year, a deduction for the amount equal to the fair value at the end of the prior fiscal year; and (vi) the dollar value of any dividends or other earnings paid on stock or option awards in the applicable year prior to the vesting date that are not otherwise reflected in the fair value of such award or included in any other component of total compensation for the applicable year. The valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of grant. The amounts deducted or added in calculating the equity award adjustments are as follows:

 

Year

 

Year End
Fair Value
of Outstanding
and Unvested
Equity Awards
Granted
in the Year
($)

 

Year over
Year Change
in Fair Value
of Outstanding
and Unvested
Equity Awards
Granted In Prior
Years
($)

 

Fair Value
as of Vesting
Date of Equity
Awards Granted
and Vested in
the Year
($)

 

Year over
Year Change in
Fair Value
of Equity
Awards Granted
in Prior Years
that Vested
in the Year
($)

 

Fair Value at
the End of the
Prior
Year of Equity
Awards that
Failed to
Meet Vesting
Conditions
in the Year
($)

 

Value of
Dividends or
other Earnings
Paid on Stock
or Option
Awards
not Otherwise
Reflected in
Fair Value or
Total
Compensation
($)

 

Total Equity
Award
Adjustments
($)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(a)

 

(b)

 

(c)

 

(d)

 

(e)

 

(f)

 

(g)

 

(h)

2024

 

 

$1,170,406

 

 

 

$(282,544)

 

 

 

$—

 

 

 

$646,008

 

 

 

$—

 

 

 

$—

 

 

 

$1,533,869

 

2023

 

 

$2,396,987

 

 

 

$(43,831)

 

 

 

$—

 

 

 

$43,503

 

 

 

$—

 

 

 

$—

 

 

 

$2,396,659

 

2022

 

 

$643,985

 

 

 

$(1,182,385)

 

 

 

$—

 

 

 

$(744,524)

 

 

 

$—

 

 

 

$—

 

 

 

$(1,282,924)

 
   
Non-PEO NEO Average Total Compensation Amount $ 1,274,915 1,399,936 1,132,322
Non-PEO NEO Average Compensation Actually Paid Amount $ 1,239,951 1,238,406 (205,217)
Adjustment to Non-PEO NEO Compensation Footnote
(4)
The dollar amounts reported in column (e) represent the average of “compensation actually paid” to our Non-PEO NEOs as a group, as computed in accordance with Item 402(v) of Regulation S-K (exclusively, Mr. Celano for 2022 and, collectively, Mr. Celano and Dr. Shankar for 2023 and 2024). The dollar amounts do not reflect the actual average compensation earned by or paid to the Non-PEO NEOs as a group during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to average total compensation for our Non-PEO NEOs as a group for each year to determine the compensation actually paid, using the same methodology described above in Note (2):

 

Year

 

Reported Summary
Compensation
Table Total for Non-
PEO NEOs
($)

 

Less: Reported Value of
Equity Awards (a)
($)

 

Plus: Equity Award
Adjustments (b)
($)

 

Equals Compensation
Actually Paid to Non-
PEO NEOs
($)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(a)

 

(b)

 

(c)

 

(d)

 

(e)

2024

 

 

$1,274,915

 

 

 

$(652,719)

 

 

 

$617,754

 

 

 

$1,239,951

 

2023

 

 

$1,399,936

 

 

 

$(836,284)

 

 

 

$674,754

 

 

 

$1,238,406

 

2022

 

 

$1,132,322

 

 

 

$(569,702)

 

 

 

$(357,403)

 

 

 

$205,217

 

 

(a)
The grant date fair value of the equity awards represents the average total of the amounts reported in the “Stock Awards” and “Option Awards” columns for the Non-PEO NEOs in the Summary Compensation Table for the applicable year.
(b)
The amounts deducted or added in calculating the total average equity award adjustments are as follows:

 

Year

 

Year End
Fair Value
of Outstanding
and Unvested
Equity Awards
Granted in
the Year
($)

 

Year over
Year Change in
Fair Value
of Outstanding
and Unvested
Equity Awards
Granted in Prior
Years
($)

 

Fair Value
as of Vesting
Date of Equity
Awards
Granted
and Vested in
the Year
($)

 

Year over
Year Change in
Fair Value of
Equity Awards
Granted in
Prior Years that
Vested in the Year
($)

 

Fair Value at
the End of
the Prior
Year of Equity
Awards that
Failed to Meet
Vesting
Conditions
in the Year
($)

 

Value of
Dividends or
other
Earnings
Paid on Stock
or Option
Awards
not Otherwise
Reflected in
Fair Value
or Total
Compensation
($)

 

Total Equity
Award
Adjustments
($)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(a)

 

(b)

 

(c)

 

(d)

 

(e)

 

(f)

 

(g)

 

(h)

2024

 

 

$475,685

 

 

 

$(88,113)

 

 

 

$—

 

 

 

$230,182

 

 

 

$—

 

 

 

$—

 

 

 

$617,754

 

2023

 

 

$670,439

 

 

 

$(2,995)

 

 

 

$—

 

 

 

$7,310

 

 

 

$—

 

 

 

$—

 

 

 

$674,754

 

2022

 

 

$291,354

 

 

 

$(390,139)

 

 

 

$—

 

 

 

$(258,618)

 

 

 

$—

 

 

 

$—

 

 

 

$(357,403)

 
   
Compensation Actually Paid vs. Total Shareholder Return

Description of the Relationship Between Compensation Actually Paid and Total Shareholder Return

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 disclosures above. As noted above, "compensation actually paid" to our PEO and the average of the compensation actually paid to our non-PEOs with (i) our cumulative Total Stockholder Return and (ii) our net (loss), in each case, for the fiscal years presented in the tables.

 

img133695856_12.jpg

    
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, we have not historically looked to net income (loss) as a performance measure for our executive compensation programs.

img133695856_13.jpg

    
Total Shareholder Return Amount $ 36.24 42.17 38.28
Net Income (Loss) $ (80,604,000) $ (36,949,000) $ (35,355,000)
PEO Name Dr. Ben-Maimon Dr. Ben-Maimon Dr. Ben-Maimon
Additional 402(v) Disclosure

We generally seek to incentivize long-term performance, and therefore do not specifically align our performance measures with “compensation actually paid” (as computed in accordance with Item 402(v) of Regulation S-K) for a particular year. In accordance with Item 402(v) of Regulation S-K, we are providing the following descriptions of the relationships between information presented in the Pay Versus Performance table.

   
PEO | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount $ (1,605,991) $ (2,272,433) $ (1,283,915)
PEO | Equity Awards Adjustments, Excluding Value Reported in Compensation Table      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount 1,533,869 2,396,659 (1,282,924)
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 1,170,406 2,396,987 643,985
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 (282,544) (43,831) (1,182,385)
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 646,008 43,503 (744,524)
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 (652,719) (836,284) (569,702)
Non-PEO NEO | Equity Awards Adjustments, Excluding Value Reported in Compensation Table      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount 617,754 674,754 (357,403)
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 475,685 670,439 291,354
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 (88,113) (2,995) (390,139)
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 $ 230,182 $ 7,310 $ (258,618)