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Pay vs Performance Disclosure - USD ($)
 12 Months Ended
Aug. 13, 2024
Dec. 31, 2024
Dec. 31, 2023
Dec. 31, 2022
Pay vs Performance Disclosure        
Pay vs Performance Disclosure, Table  
Pay Versus Performance
The following table sets forth compensation information for our chief executive officer, referred to below as our PEO, and our other named executive officers, or NEOs, for purposes of comparing their compensation to the value of our shareholders’ investments and our net income (loss), calculated in accordance with SEC regulations, for fiscal years 2024, 2023, and 2022:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Year
 
 
Summary
Compensation
Table (“SCT”)
Total for
PEO(1)(2)
 
 
Compensation
Actually Paid
(“CAP”) to
PEO(1)(3)
 
 
Average SCT
Total for
Non-PEO
Named
Executive
Officers
(“NEOs”)(2)(4)
 
 
Average
CAP to
Non-PEO
NEOs(3)(4)
 
 
Value of
Initial Fixed
$100 Investment
Based on:
Total Shareholder
Return
(“TSR”)
 
 
Net Loss (in
thousands)
2024
 
 
$4,760,281
 
 
$2,166,091
 
 
$1,654,265
 
 
$1,011,546
 
 
$6.54
 
 
$(58,709)
2023
 
 
$2,209,795
 
 
$513,651
 
 
$1,178,729
 
 
$399,137
 
 
$13.42
 
 
$(68,960)
2022
 
 
$3,576,440
 
 
$(519,251)
 
 
$2,129,278
 
 
$(599,868)
 
 
$37.66
 
 
$(73,317)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
(1)
For each year shown, the PEO was David H. Mack, Ph.D., our President and Chief Executive Officer. Please see the section titled “Executive Compensation—Summary Compensation Table” for additional information.
(2)
Amounts in this column represent the “Total” column set forth in the SCT. Please see the footnotes to the SCT for further detail regarding the amounts in these columns.
(3)
The dollar amounts reported in these columns represent the amounts of “compensation actually paid.” The amounts are computed in accordance with Item 402(v) of Regulation S-K by deducting and adding the amounts in the following reconciliation tables from the “Total” column of the SCT (pursuant to SEC rules, fair value at each measurement date is computed in a manner consistent with the fair value methodology used to account for share-based payments in our financial statements under GAAP).
(4)
Non-PEO NEOs reflect the average SCT total compensation and average CAP for the following executives by fiscal year:
2024: Deepika Jalota, Pharm.D. and Michael Carulli
2023: Winston Kung and Deepika Jalota, Pharm.D.
2022: Leila Alland, M.D. and Winston Kung
 
 
 
 
 
 
 
 
 
 
PEO SCT Total to CAP Reconciliation
 
 
2024
 
 
2023
 
 
2022
SCT Total Compensation
 
 
$4,760,281
 
 
$2,209,795
 
 
$3,576,440
SCT Option and Stock Awards(1)
 
 
(3,817,215)
 
 
(1,328,712)
 
 
(2,814,415)
Year End Fair Value of Outstanding and Unvested Equity Awards Granted in the Year
 
 
757,593
 
 
520,378
 
 
881,664
Change in Fair Value of Existing Unvested Equity Awards(2)
 
 
308,858
 
 
(714,199)
 
 
(1,907,525)
Change in Fair Value of Vested Equity Awards
 
 
(5,425)
 
 
(330,487)
 
 
(658,894)
Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year
 
 
161,999
 
 
156,876
 
 
403,479
Compensation Actually Paid to PEO
 
 
$2,166,091
 
 
$513,651
 
 
$(519,251)
 
 
 
 
 
 
 
 
 
 
(1)
Represents the grant fair value of the equity awards to our PEO, as reported in the SCT.
(2)
In August 2024, in connection with the Company offering of a one-time voluntary stock option exchange to its employees, stock options held by our CEO and Non-CEO NEOs were exchanged for new stock options with an exercise price equal to $1.48 per share and a new vesting schedule (“Option Exchange”), with all other terms remaining the same. As there had been no exercises of any of the previous stock options as of the date of the Option Exchange, both vested and unvested options were exchanged 1-for-1 for the new unvested stock options which had a vesting commencement date in September 2024. For purposes of calculating compensation actually paid, shown in the table above, the incremental change in fair value recognized related to the Option Exchange is reflected in this row.
 
 
 
 
 
 
 
 
 
 
NEOs SCT Total to CAP Reconciliation
 
 
2024
 
 
2023
 
 
2022
SCT Total Compensation
 
 
$1,654,265
 
 
$1,178,729
 
 
$2,129,278
SCT Option Awards(1)
 
 
(1,068,682)
 
 
(553,630)
 
 
(1,177,183)
Year End Fair Value of Outstanding and Unvested Equity Awards Granted in the Year
 
 
345,034
 
 
153,264
 
 
595,843
Change in Fair Value of Existing Unvested Equity Awards(2)
 
 
41,003
 
 
(294,421)
 
 
(1,621,768)
Change in Fair Value of Vested Equity Awards
 
 
(27,022)
 
 
(150,170)
 
 
(694,801)
Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year
 
 
66,948
 
 
65,365
 
 
168,763
Compensation Actually Paid to NEOs
 
 
$1,011,546
 
 
$399,137
 
 
$(599,868)
 
 
 
 
 
 
 
 
 
 
(1)
Represents the grant fair value of the equity awards to our NEOs, as reported in the SCT.
(2)
In August 2024, in connection with the Company offering of a one-time voluntary stock option exchange to its employees, stock options held by our CEO and Non-CEO NEOs were exchanged for new stock options with an exercise price equal to $1.48 per share and a new vesting schedule (“Option Exchange”), with all other terms remaining the same. The incremental change in fair value related to the Option Exchange is reflected within this row.
   
Named Executive Officers, Footnote  
(1)
For each year shown, the PEO was David H. Mack, Ph.D., our President and Chief Executive Officer. Please see the section titled “Executive Compensation—Summary Compensation Table” for additional information.
(4)
Non-PEO NEOs reflect the average SCT total compensation and average CAP for the following executives by fiscal year:
2024: Deepika Jalota, Pharm.D. and Michael Carulli
2023: Winston Kung and Deepika Jalota, Pharm.D.
2022: Leila Alland, M.D. and Winston Kung
   
PEO Total Compensation Amount   $ 4,760,281 $ 2,209,795 $ 3,576,440
PEO Actually Paid Compensation Amount   $ 2,166,091 513,651 (519,251)
Adjustment To PEO Compensation, Footnote  
 
 
 
 
 
 
 
 
 
 
PEO SCT Total to CAP Reconciliation
 
 
2024
 
 
2023
 
 
2022
SCT Total Compensation
 
 
$4,760,281
 
 
$2,209,795
 
 
$3,576,440
SCT Option and Stock Awards(1)
 
 
(3,817,215)
 
 
(1,328,712)
 
 
(2,814,415)
Year End Fair Value of Outstanding and Unvested Equity Awards Granted in the Year
 
 
757,593
 
 
520,378
 
 
881,664
Change in Fair Value of Existing Unvested Equity Awards(2)
 
 
308,858
 
 
(714,199)
 
 
(1,907,525)
Change in Fair Value of Vested Equity Awards
 
 
(5,425)
 
 
(330,487)
 
 
(658,894)
Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year
 
 
161,999
 
 
156,876
 
 
403,479
Compensation Actually Paid to PEO
 
 
$2,166,091
 
 
$513,651
 
 
$(519,251)
 
 
 
 
 
 
 
 
 
 
(1)
Represents the grant fair value of the equity awards to our PEO, as reported in the SCT.
(2)
In August 2024, in connection with the Company offering of a one-time voluntary stock option exchange to its employees, stock options held by our CEO and Non-CEO NEOs were exchanged for new stock options with an exercise price equal to $1.48 per share and a new vesting schedule (“Option Exchange”), with all other terms remaining the same. As there had been no exercises of any of the previous stock options as of the date of the Option Exchange, both vested and unvested options were exchanged 1-for-1 for the new unvested stock options which had a vesting commencement date in September 2024. For purposes of calculating compensation actually paid, shown in the table above, the incremental change in fair value recognized related to the Option Exchange is reflected in this row.
   
Non-PEO NEO Average Total Compensation Amount   $ 1,654,265 1,178,729 2,129,278
Non-PEO NEO Average Compensation Actually Paid Amount   $ 1,011,546 399,137 (599,868)
Adjustment to Non-PEO NEO Compensation Footnote  
 
 
 
 
 
 
 
 
 
 
NEOs SCT Total to CAP Reconciliation
 
 
2024
 
 
2023
 
 
2022
SCT Total Compensation
 
 
$1,654,265
 
 
$1,178,729
 
 
$2,129,278
SCT Option Awards(1)
 
 
(1,068,682)
 
 
(553,630)
 
 
(1,177,183)
Year End Fair Value of Outstanding and Unvested Equity Awards Granted in the Year
 
 
345,034
 
 
153,264
 
 
595,843
Change in Fair Value of Existing Unvested Equity Awards(2)
 
 
41,003
 
 
(294,421)
 
 
(1,621,768)
Change in Fair Value of Vested Equity Awards
 
 
(27,022)
 
 
(150,170)
 
 
(694,801)
Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year
 
 
66,948
 
 
65,365
 
 
168,763
Compensation Actually Paid to NEOs
 
 
$1,011,546
 
 
$399,137
 
 
$(599,868)
 
 
 
 
 
 
 
 
 
 
(1)
Represents the grant fair value of the equity awards to our NEOs, as reported in the SCT.
(2)
In August 2024, in connection with the Company offering of a one-time voluntary stock option exchange to its employees, stock options held by our CEO and Non-CEO NEOs were exchanged for new stock options with an exercise price equal to $1.48 per share and a new vesting schedule (“Option Exchange”), with all other terms remaining the same. The incremental change in fair value related to the Option Exchange is reflected within this row.
   
Compensation Actually Paid vs. Total Shareholder Return      
Compensation Actually Paid vs. Net Income      
Total Shareholder Return Amount   $ 6.54 13.42 37.66
Net Income (Loss)   $ (58,709,000) $ (68,960,000) $ (73,317,000)
PEO Name   David H. Mack, Ph.D. David H. Mack, Ph.D. David H. Mack, Ph.D.
Share-Based Compensation Arrangements by Share-Based Payment Award, Options, Grants in Period, Weighted Average Exercise Price $ 1.48      
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Exercises in Period 0      
Exchange ratio of stock options for each new stock option 1-for-1      
PEO | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount   $ (3,817,215) $ (1,328,712) $ (2,814,415)
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   757,593 520,378 881,664
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   308,858 (714,199) (1,907,525)
PEO | Vesting Date Fair Value of Equity Awards Granted and Vested in Covered Year        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount   161,999 156,876 403,479
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   (5,425) (330,487) (658,894)
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   (1,068,682) (553,630) (1,177,183)
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   345,034 153,264 595,843
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   41,003 (294,421) (1,621,768)
Non-PEO NEO | Vesting Date Fair Value of Equity Awards Granted and Vested in Covered Year        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount   66,948 65,365 168,763
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   $ (27,022) $ (150,170) $ (694,801)