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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

The following table sets forth information regarding the Company’s performance and the “compensation actually paid” (“CAP”) to our named executive officers, as calculated in accordance with SEC disclosure rules:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Value of Initial Fixed $100 Investment Based on:(3)

 

 

 

 

Year

 

Summary Compensation Table Total for PEO(1)

 

 

Compensation Actually Paid to PEO(2)

 

 

Average Summary Compensation Table Total for non-PEO NEOs(1)

 

 

Average Compensation Actually Paid to non-PEO NEOs(2)

 

 

Company Total Shareholder Return(4)

 

 

Net Loss (thousands)

 

2024

 

$

5,644,970

 

 

$

6,794,482

 

 

$

3,830,778

 

 

$

4,490,302

 

 

$

93.42

 

 

$

(36,184

)

2023

 

$

2,553,153

 

 

$

404,580

 

 

$

1,430,880

 

 

$

710,034

 

 

$

40.82

 

 

$

(116,537

)

2022

 

$

1,118,493

 

 

$

(1,975,346

)

 

$

1,053,486

 

 

$

151,145

 

 

$

51.70

 

 

$

(87,966

)

 

(1)
Amounts reported in this column represent (i) the total compensation reported in the Summary Compensation Table for the year indicated for Dr. Gros and (ii) the average of the total compensation reported in the Summary Compensation Table for the year indicated for the Company's named executive officers other than Dr. Gros. The Company’s other named executive officers were Dr. Perrin and Mr. Little for 2024, 2023 and 2022.
(2)
The amounts shown for Compensation Actually Paid have been calculated in accordance with Item 402(v) of Regulation S-K and do not reflect compensation actually earned, realized, or received by the Company’s named executive officers. Compensation Actually Paid reflects the Summary Compensation Table Total with certain adjustments as set forth in the table following this footnote.
(3)
Total Shareholder Return (TSR) is calculated by dividing the sum of the cumulative amount of dividends for the measurement period, assuming dividend reinvestment, and the difference between the Company’s share price at the end and the beginning of the measurement period by the Company’s share price at the beginning of the measurement period.
(4)
Pursuant to rules of the SEC, the comparison assumes $100 was invested on December 31, 2021.

 

Year

 

Summary Compensation Table Total(1)

 

 

(Minus) Fair Value of Awards Granted in Fiscal Year(2)

 

 

Plus Fair Value of Outstanding and Unvested Awards Granted in Fiscal Year(3)

 

 

(Minus) Change in Fair Value of Outstanding and Unvested Awards Granted in Prior Fiscal Years(4)

 

 

Plus Fair Value at Vesting of Awards Granted in Fiscal Year that Vested During Fiscal Year(5)

 

 

Plus/(Minus) Change in Fair Value as of Vesting Date of Awards Granted in Prior Fiscal Years that Vested During Fiscal Year(6)

 

 

(Minus) Fair Value as of Prior Fiscal Year-End of Awards Granted in Prior Fiscal Years that Failed to Vest During Fiscal Year(7)

 

 

Equals Compensation Actually Paid

 

David-Alexandre C. Gros

 

2024

 

$

5,644,970

 

 

$

(4,577,034

)

 

$

-

 

 

$

4,114,758

 

 

$

-

 

 

$

1,611,788

 

 

$

-

 

 

$

6,794,482

 

2023

 

$

2,553,153

 

 

$

(1,686,802

)

 

$

1,058,491

 

 

$

(1,404,443

)

 

$

-

 

 

$

(115,819

)

 

$

-

 

 

$

404,580

 

2022

 

$

1,118,493

 

 

$

(310,538

)

 

$

146,445

 

 

$

(2,692,662

)

 

$

-

 

 

$

(237,084

)

 

$

-

 

 

$

(1,975,346

)

Other Named Executive Officers (Average)

 

2024

 

$

3,830,778

 

 

$

(3,076,470

)

 

$

-

 

 

$

2,719,492

 

 

$

-

 

 

$

1,016,502

 

 

$

-

 

 

$

4,490,302

 

2023

 

$

1,430,880

 

 

$

(802,784

)

 

$

531,952

 

 

$

(419,673

)

 

$

-

 

 

$

(30,341

)

 

$

-

 

 

$

710,034

 

2022

 

$

1,053,486

 

 

$

(445,679

)

 

$

210,176

 

 

$

(533,527

)

 

$

-

 

 

$

(133,311

)

 

$

-

 

 

$

151,145

 

 

(1)
Represents total compensation reported in the Summary Compensation Table for the year indicated. With respect to other named executive officers, amounts shown represent averages.
(2)
Represents the fair value of the stock option awards granted during the indicated fiscal year, computed in accordance with the methodology used for financial reporting purposes.
(3)
Represents the fair value as of the indicated fiscal year-end of the outstanding and unvested option awards granted during such fiscal year, computed in accordance with the methodology used for financial reporting purposes.
(4)
Represents the change in fair value during the indicated fiscal year of each option award that was granted in a prior fiscal year and that remained outstanding and unvested as of the last day of the indicated fiscal year, computed in accordance with the methodology used for financial reporting purposes and, for awards subject to performance-based vesting conditions, based on the probable outcome of such performance-based vesting conditions as of the last day of the fiscal year.
(5)
Represents the fair value at vesting of the option awards that were granted and vested during the indicated fiscal year, computed in accordance with the methodology used for financial reporting purposes.
(6)
Represents the change in fair value, measured from the prior fiscal year-end to the vesting date, of each option award that were granted in a prior fiscal year and which vested during the indicated fiscal year, computed in accordance with the methodology used for financial reporting purposes.
(7)
Represents the fair value as of the last day of the prior fiscal year of the option award that were granted in a prior fiscal year and which failed to meet the applicable vesting conditions in the indicated fiscal year, computed in accordance with the methodology used for financial reporting purposes.
    
Company Selected Measure Name Total Shareholder Return    
Named Executive Officers, Footnote
(1)
Amounts reported in this column represent (i) the total compensation reported in the Summary Compensation Table for the year indicated for Dr. Gros and (ii) the average of the total compensation reported in the Summary Compensation Table for the year indicated for the Company's named executive officers other than Dr. Gros. The Company’s other named executive officers were Dr. Perrin and Mr. Little for 2024, 2023 and 2022.
    
PEO Total Compensation Amount $ 5,644,970 $ 2,553,153 $ 1,118,493
PEO Actually Paid Compensation Amount $ 6,794,482 404,580 (1,975,346)
Adjustment To PEO Compensation, Footnote

Year

 

Summary Compensation Table Total(1)

 

 

(Minus) Fair Value of Awards Granted in Fiscal Year(2)

 

 

Plus Fair Value of Outstanding and Unvested Awards Granted in Fiscal Year(3)

 

 

(Minus) Change in Fair Value of Outstanding and Unvested Awards Granted in Prior Fiscal Years(4)

 

 

Plus Fair Value at Vesting of Awards Granted in Fiscal Year that Vested During Fiscal Year(5)

 

 

Plus/(Minus) Change in Fair Value as of Vesting Date of Awards Granted in Prior Fiscal Years that Vested During Fiscal Year(6)

 

 

(Minus) Fair Value as of Prior Fiscal Year-End of Awards Granted in Prior Fiscal Years that Failed to Vest During Fiscal Year(7)

 

 

Equals Compensation Actually Paid

 

David-Alexandre C. Gros

 

2024

 

$

5,644,970

 

 

$

(4,577,034

)

 

$

-

 

 

$

4,114,758

 

 

$

-

 

 

$

1,611,788

 

 

$

-

 

 

$

6,794,482

 

2023

 

$

2,553,153

 

 

$

(1,686,802

)

 

$

1,058,491

 

 

$

(1,404,443

)

 

$

-

 

 

$

(115,819

)

 

$

-

 

 

$

404,580

 

2022

 

$

1,118,493

 

 

$

(310,538

)

 

$

146,445

 

 

$

(2,692,662

)

 

$

-

 

 

$

(237,084

)

 

$

-

 

 

$

(1,975,346

)

Other Named Executive Officers (Average)

 

2024

 

$

3,830,778

 

 

$

(3,076,470

)

 

$

-

 

 

$

2,719,492

 

 

$

-

 

 

$

1,016,502

 

 

$

-

 

 

$

4,490,302

 

2023

 

$

1,430,880

 

 

$

(802,784

)

 

$

531,952

 

 

$

(419,673

)

 

$

-

 

 

$

(30,341

)

 

$

-

 

 

$

710,034

 

2022

 

$

1,053,486

 

 

$

(445,679

)

 

$

210,176

 

 

$

(533,527

)

 

$

-

 

 

$

(133,311

)

 

$

-

 

 

$

151,145

 

 

(1)
Represents total compensation reported in the Summary Compensation Table for the year indicated. With respect to other named executive officers, amounts shown represent averages.
(2)
Represents the fair value of the stock option awards granted during the indicated fiscal year, computed in accordance with the methodology used for financial reporting purposes.
(3)
Represents the fair value as of the indicated fiscal year-end of the outstanding and unvested option awards granted during such fiscal year, computed in accordance with the methodology used for financial reporting purposes.
(4)
Represents the change in fair value during the indicated fiscal year of each option award that was granted in a prior fiscal year and that remained outstanding and unvested as of the last day of the indicated fiscal year, computed in accordance with the methodology used for financial reporting purposes and, for awards subject to performance-based vesting conditions, based on the probable outcome of such performance-based vesting conditions as of the last day of the fiscal year.
(5)
Represents the fair value at vesting of the option awards that were granted and vested during the indicated fiscal year, computed in accordance with the methodology used for financial reporting purposes.
(6)
Represents the change in fair value, measured from the prior fiscal year-end to the vesting date, of each option award that were granted in a prior fiscal year and which vested during the indicated fiscal year, computed in accordance with the methodology used for financial reporting purposes.
(7)
Represents the fair value as of the last day of the prior fiscal year of the option award that were granted in a prior fiscal year and which failed to meet the applicable vesting conditions in the indicated fiscal year, computed in accordance with the methodology used for financial reporting purposes.
    
Non-PEO NEO Average Total Compensation Amount $ 3,830,778 1,430,880 1,053,486
Non-PEO NEO Average Compensation Actually Paid Amount $ 4,490,302 710,034 151,145
Adjustment to Non-PEO NEO Compensation Footnote

Year

 

Summary Compensation Table Total(1)

 

 

(Minus) Fair Value of Awards Granted in Fiscal Year(2)

 

 

Plus Fair Value of Outstanding and Unvested Awards Granted in Fiscal Year(3)

 

 

(Minus) Change in Fair Value of Outstanding and Unvested Awards Granted in Prior Fiscal Years(4)

 

 

Plus Fair Value at Vesting of Awards Granted in Fiscal Year that Vested During Fiscal Year(5)

 

 

Plus/(Minus) Change in Fair Value as of Vesting Date of Awards Granted in Prior Fiscal Years that Vested During Fiscal Year(6)

 

 

(Minus) Fair Value as of Prior Fiscal Year-End of Awards Granted in Prior Fiscal Years that Failed to Vest During Fiscal Year(7)

 

 

Equals Compensation Actually Paid

 

David-Alexandre C. Gros

 

2024

 

$

5,644,970

 

 

$

(4,577,034

)

 

$

-

 

 

$

4,114,758

 

 

$

-

 

 

$

1,611,788

 

 

$

-

 

 

$

6,794,482

 

2023

 

$

2,553,153

 

 

$

(1,686,802

)

 

$

1,058,491

 

 

$

(1,404,443

)

 

$

-

 

 

$

(115,819

)

 

$

-

 

 

$

404,580

 

2022

 

$

1,118,493

 

 

$

(310,538

)

 

$

146,445

 

 

$

(2,692,662

)

 

$

-

 

 

$

(237,084

)

 

$

-

 

 

$

(1,975,346

)

Other Named Executive Officers (Average)

 

2024

 

$

3,830,778

 

 

$

(3,076,470

)

 

$

-

 

 

$

2,719,492

 

 

$

-

 

 

$

1,016,502

 

 

$

-

 

 

$

4,490,302

 

2023

 

$

1,430,880

 

 

$

(802,784

)

 

$

531,952

 

 

$

(419,673

)

 

$

-

 

 

$

(30,341

)

 

$

-

 

 

$

710,034

 

2022

 

$

1,053,486

 

 

$

(445,679

)

 

$

210,176

 

 

$

(533,527

)

 

$

-

 

 

$

(133,311

)

 

$

-

 

 

$

151,145

 

 

(1)
Represents total compensation reported in the Summary Compensation Table for the year indicated. With respect to other named executive officers, amounts shown represent averages.
(2)
Represents the fair value of the stock option awards granted during the indicated fiscal year, computed in accordance with the methodology used for financial reporting purposes.
(3)
Represents the fair value as of the indicated fiscal year-end of the outstanding and unvested option awards granted during such fiscal year, computed in accordance with the methodology used for financial reporting purposes.
(4)
Represents the change in fair value during the indicated fiscal year of each option award that was granted in a prior fiscal year and that remained outstanding and unvested as of the last day of the indicated fiscal year, computed in accordance with the methodology used for financial reporting purposes and, for awards subject to performance-based vesting conditions, based on the probable outcome of such performance-based vesting conditions as of the last day of the fiscal year.
(5)
Represents the fair value at vesting of the option awards that were granted and vested during the indicated fiscal year, computed in accordance with the methodology used for financial reporting purposes.
(6)
Represents the change in fair value, measured from the prior fiscal year-end to the vesting date, of each option award that were granted in a prior fiscal year and which vested during the indicated fiscal year, computed in accordance with the methodology used for financial reporting purposes.
(7)
Represents the fair value as of the last day of the prior fiscal year of the option award that were granted in a prior fiscal year and which failed to meet the applicable vesting conditions in the indicated fiscal year, computed in accordance with the methodology used for financial reporting purposes.
    
Compensation Actually Paid vs. Total Shareholder Return The fluctuations in our CAP were driven by the fluctuations in our stock price over the three-year period, particularly in light of the leverage of our executive compensation program towards equity awards. The following graphic illustrates the relationship between the CAP to the PEO and average NEO and the Company’s TSR

img118025896_1.jpg

    
Compensation Actually Paid vs. Net Income

We are a clinical stage biotechnology company with no products approved for commercial sale and have not generated any revenue since our inception. Consequently, we did not use net income (loss) as a performance measure in our executive compensation program and we do not believe there is any meaningful relationship between our net loss and compensation actually paid to our NEOs during the periods presented.

img118025896_2.jpg

    
Total Shareholder Return Vs Peer Group
(3)
Total Shareholder Return (TSR) is calculated by dividing the sum of the cumulative amount of dividends for the measurement period, assuming dividend reinvestment, and the difference between the Company’s share price at the end and the beginning of the measurement period by the Company’s share price at the beginning of the measurement period.
    
Total Shareholder Return Amount $ 93.42 40.82 51.7
Net Income (Loss) $ (36,184,000) (116,537,000) (87,966,000)
PEO Name Dr. Gros    
Additional 402(v) Disclosure
(2)
The amounts shown for Compensation Actually Paid have been calculated in accordance with Item 402(v) of Regulation S-K and do not reflect compensation actually earned, realized, or received by the Company’s named executive officers. Compensation Actually Paid reflects the Summary Compensation Table Total with certain adjustments as set forth in the table following this footnote.
    
PEO | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount $ (4,577,034) (1,686,802) (310,538)
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   1,058,491 146,445
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 4,114,758 (1,404,443) (2,692,662)
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 1,611,788 (115,819) (237,084)
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 (3,076,470) (802,784) (445,679)
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   531,952 210,176
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 2,719,492 (419,673) (533,527)
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 $ 1,016,502 $ (30,341) $ (133,311)