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Stock-Based Plans | 3 Months Ended
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Mar. 31, 2026
Share-Based Payment Arrangement [Abstract] |
Stock-Based Plans | Stock-Based Plans 2024 Equity Incentive Plan In January 2024, the Board adopted, and the Company’s stockholders approved, the 2024 Equity Incentive Plan (the “2024 Plan”), which became effective on the execution of the underwriting agreement related to the IPO. Under the 2024 Plan, the Company may grant incentive stock options to employees, including employees of any parent or subsidiary, and nonstatutory stock options, stock appreciation rights, restricted stock awards (“RSAs”), restricted stock units (“RSUs”), performance awards and other forms of stock awards to employees, directors, and consultants, including employees and consultants of the Company’s affiliates. The 2024 Plan is a successor to the 2019 Equity Incentive Plan, which was adopted by the Board of Directors in March 2019 (as amended, the “2019 Plan”). Following effectiveness of the 2024 Plan, no further issuance may be made under the 2019 Plan. A total of 2,000,000 shares of common stock were approved to be initially reserved for issuance under the 2024 Plan. In addition, the number of shares of the Company’s common stock reserved for issuance under the 2024 Plan automatically increases on January 1 of each calendar year, starting on January 1, 2025 and continuing through and including January 1, 2034, in an amount equal to 5% of the total number of shares of the Company’s common stock outstanding on the last day of the calendar month before the date of each automatic increase, or a lesser number of shares determined by the Board. As of March 31, 2026 and December 31, 2025, the total number of shares authorized to be issued under the 2024 Plan was 4,945,504 and 3,349,328, respectively. As of March 31, 2026 and December 31, 2025, there wer e 527,407 and 625,142 shares of common stock, respectively, reserved and available for issuance under the 2024 Plan. 2025 Inducement Plan On February 6, 2025, the Board adopted the 2025 Inducement Plan (the “Inducement Plan”), pursuant to which it reserved 500,000 shares of common stock for issuance to individuals who were not previously employees of the Company, or who are returning to employment following a bona fide period of non-employment with the Company, as an inducement material to such persons entering into employment with the Company, in accordance with New York Stock Exchange Listed Company Manual Rule 303A.08. Under the Inducement Plan, the Company has the ability to issue non-statutory stock options, stock appreciation rights, RSAs, RSUs, and performance awards. As of March 31, 2026, stock options to purchase 150,000 shares of common stock had been granted under the Inducement Plan. Employee Stock Purchase Plan As of March 31, 2026, the Company had not opened the 2024 Employee Stock Purchase Plan for enrollment, and therefore there were no purchases or share issuances during this period. Stock Option Repricing In July 2025, the Board approved a stock option repricing, which was effective at the close of market on July 3, 2025 (“Repricing Effective Date”). The repricing generally applied to the outstanding stock options held by then current employees and consultants that had an exercise price greater than $2.35 per share. As of the Repricing Effective Date, the eligible stock options were immediately repriced such that the exercise price per share for such stock options was reduced to $2.35 (the closing price of the Company’s common stock on the New York Stock Exchange on the Repricing Effective Date), subject to certain retention requirements. The retention period is 12 months following the Repricing Effective Date and can be accelerated under certain conditions. If an eligible stock option is exercised prior to the end of the relevant retention period, the participant will be required to pay a premium exercise price equal to the original exercise price per share of such stock option. There were no changes to the number of shares underlying the eligible stock options or to the vesting schedules or expiration dates of the eligible stock options. There were 4,225,763 shares underlying the repriced stock options, which had then-current exercise prices ranging from $2.44 to $16.00 per share. An incremental $1.4 million of stock-based compensation expense will be recognized over the greater of the 12-month retention period or the remaining vesting period of the outstanding stock options. Stock options held by non-employee members of the Board were not eligible for the repricing. For the three months ended March 31, 2026, the Company recognized $0.2 million of incremental stock-based compensation expense in connection with the stock option repricing. In addition, the Company has $0.8 million of unrecognized stock based compensation related to the stock option repricing which is expected to be recognized over a weighted-average period of 1.0 year. Stock Options The options have a 10-year contractual life and generally vest over a period of four years, with the first 25% of the award vesting after one year and then monthly thereafter, subject to continuous service. The weighted-average grant date fair value of options granted during the three months ended March 31, 2026 and 2025 for awards subject only to service-based vesting conditions wer e $12.90 and $3.09 per share, respectively. Weighted-average grant date fair value assumptions were based on the following:
| Three months ended March 31,
| 2026 |  | 2025
Exercise price | $ | 16.72 |  | $ | 4.08
Fair value of common stock | $ | 16.72 |  | $ | 4.08
Expected term (in years) | 6.0 |  | 6.0
Volatility | 92.0% |  | 88.7%
Risk-free rate | 3.8% |  | 4.2%
Dividend yield | 0.0% |  | 0.0%
The table below summarizes activity related to stock options subject only to service-based vesting conditions (in thousands, except per share amounts):
| Shares |  | Weighted- average exercise price per share (1) |  | Weighted – average remaining contractual term (in years) |  | Aggregate intrinsic value (1)
Outstanding, December 31, 2025 | 4,950 |  | $ | 7.28 |  | 7.9 |  | $ | 52,078
Granted | 1,727 |  | 16.72 |  |  |  |
Exercised | (4) |  | 1.64 |  |  |  | 85
Forfeited and cancelled | (30) |  | 9.62 |  |  |  |
Outstanding, March 31, 2026 | 6,643 |  | $ | 9.73 |  | 8.2 |  | $ | 84,702
Exercisable at March 31, 2026 | 2,733 |  | $ | 6.91 |  | 7.1 |  | $ | 42,552
(1) Since the reporting period covered by the table above is before the expiration of the aforementioned retention period and any employees who exercised their repriced stock options during the reporting period, with certain exceptions, would have to pay the original exercise price, the weighted average exercise price and intrinsic value in the table above does not reflect the effect of repricing.
As of March 31, 2026, there was approximate ly $34.0 million of unrecognized stock-based compensation expense related to these service-based unvested stock options, excluding the impact of the option repricing, which is expected to be recognized ov er a weighted-average period of 2.9 years. Restricted Stock Units The table below summ arizes activity related to RSUs subject only to service-based vesting conditions (in thousands, except per share amounts):
| Shares |  | Weighted-average grant date fair value per share
Outstanding, December 31, 2025 | 27 |  |  | $ | 14.88
Granted | — |  |  | —
Vested | (27) |  |  | 14.88
Forfeited and cancelled | — |  |  | —
Outstanding, March 31, 2026 | — |  |  | $ | —
On March 1, 2024, the Company issued 53,864 RSUs under the 2024 Plan; 50% of the shares of common stock underlying the RSUs vest after 18 months and the remainder vest after 24 months from the grant date. The RSUs are subject only to a service-based vesting condition. Such shares are not accounted for as outstanding until they vest. As of March 31, 2026, there is no unrecognized stock-based compensation expense related to the RSUs. The fair value of the RSUs vested during the three months ended March 31, 2026 was $0.5 million. Performance Option Awards The Board granted options to purchase common stock to certain employees and consultants that vest upon the achievement of certain performance conditions (“Performance Awards”) such as the completion of a future financing event or upon the achievement of defined clinical milestones or outcomes. The Company did not issue Performance Awards during the three months ended March 31, 2026 and 2025. As of March 31, 2026, there are 435,381 Performance Awards vested and outstanding, and no Performance awards remain unvested. The Performance Awards have a contractual term of 10 years. There is no unrecognized stock-based compensation expense related to Performance Awards. Stock-based Compensation Expense Non-cash stock-based compensation expense recognized in the accompanying condensed consolidated statements of operations and comprehensive loss for the three months ended March 31, 2026 and 2025 was as follows (in thousands):
| Three months ended March 31, |  |
| 2026 |  | 2025 |  |  |  |
Research and development | $ | 1,524 |  | $ | 982 |  |  |  |
General and administrative | 1,300 |  | 986 |  |  |  |
Total stock-based compensation expense | $ | 2,824 |  | $ | 1,968 |  |  |  |

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