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Stock-based Compensation
12 Months Ended
Dec. 31, 2024
Share-based Payment Arrangement [Abstract]  
Stock-based Compensation

8. Stock-based Compensation

2023 Equity Incentive Plan

The Company adopted 2023 Equity Incentive Plan (the “2023 Plan”), which became effective at the closing of the Merger and replaced our 2020 Equity Incentive Plan (“2020 Plan”) on the effective date of the Merger. As of the effective date of the Merger, there were 1,000,000 shares of the Company’s common stock available for grant under the 2023 Plan. In addition, the share reserve is subject to annual increases each January 1 for the first ten years following approval of the 2023 Plan of up to 5% of shares of the Company’s common stock outstanding (or a lesser number determined by the Company’s board of directors). As of December 31, 2024, 228,475 options have been returned of which 223,743 (granted under the 2020 Plan) are unavailable for future grant. Effective January 1, 2024, the shares reserved for issuance under the 2023 Plan was increased by 287,725 shares. Effective March 28, 2024, the Board approved an increase of 1,500,000 shares reserved under the 2023 Plan. This increase was subsequently approved by the stockholders of the Company on August 27, 2024. As of December 31, 2024, 820,266 shares were available for grant under the 2023 Plan.

2023 Employee Stock Purchase Plan

The Company adopted the 2023 Employee Stock Purchase Plan (the “2023 ESPP”) which became effective at the closing of the Merger. As of the effective time of the Merger, there were 65,000 shares of the Company’s common stock reserved for issuance under the 2023 ESPP. In addition, the share reserve is subject to annual increases each January 1 for the first ten years following approval of the 2023 ESPP of the lesser of (i) 1% of the total number of shares of the Company’s common stock outstanding on December 31 of the preceding calendar year, (ii) 195,000 shares of the Company’s common stock, or (iii) such lesser number of shares of the Company’s common stock as determined by the Company’s board of directors. An annual increase of 57,545 shares of the Company’s common stock was automatically added to the share reserve under the 2023 ESPP on January 1, 2024.

As of December 31, 2024, no shares have been issued under the 2023 ESPP.

The following table summarizes the stock option transactions for the 2023 Plans:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total Options

 

 

 

Weighted Average Exercise Price

 

 

Weighted Average Remaining Contractual Term (years)

 

 

 

Aggregate Intrinsic Value (in thousands)

 

Outstanding at December 31, 2023

 

 

1,739,270

 

 

$

 

15.71

 

 

 

6.99

 

 

$

 

76

 

Granted

 

 

1,326,500

 

 

 

 

4.12

 

 

 

9.47

 

 

 

 

4

 

Exercised

 

 

(12,852

)

 

 

 

1.55

 

 

 

 

 

 

 

 

Cancelled

 

 

(228,475

)

 

 

 

75.27

 

 

 

 

 

 

 

 

Outstanding at December 31, 2024

 

 

2,824,443

 

 

$

 

5.51

 

 

 

8.15

 

 

$

 

316

 

Vested and exercisable at December 31, 2024

 

 

1,350,852

 

 

$

 

6.46

 

 

 

7.09

 

 

$

 

210

 

 

There were 12,852 options exercised and 1,326,500 options granted during the year ended December 31, 2024. The weighted-average fair value of options granted during the years ended December 31, 2024 and 2023 was $4.14 and $2.34 per share, respectively. The total fair value of shares vested was $5.0 million and $11.9 million (which includes $10.5 million related to the acceleration of vesting of the Graybug stock awards at the date of the Merger) for the year ended December 31, 2024 and December 31, 2023, respectively.

As of December 31, 2024, stock-based compensation not yet recognized is $4.7 million, which the Company expects to recognize over an estimated weighted-average term of 2.8 years.

The following is the range of underlying assumptions in Black-Scholes to determine the fair value of the stock option grants for the years ended December 31, 2024 and 2023:

 

 

 

Year Ended December 31,

 

 

2024

 

2023

Risk free interest rate

 

3.15%

 

3.50%-3.56%

Expected volatility

 

97%

 

75%-76%

Expected term (years)

 

6.01

 

6.25

Expected dividend yield

 

0%

 

0%

Restricted Stock Units (“RSU”)

The fair value of RSUs is determined on the date of grant based on the market price of the Company’s common stock on that date. The aggregate grant date fair value of RSUs vested during the year ended December 31, 2024 was nil.

The following table summarizes restricted stock unit activity for the CalciMedica Plans:

 

 

 

 

 

 

 

 

 

 

 

Number of Restricted Stock Units

 

 

 

Weighted Average Exercise Price

 

Outstanding at December 31, 2023

 

 

 

 

$

 

 

Granted

 

 

40,000

 

 

 

 

3.50

 

Exercised

 

 

 

 

 

 

 

Forfeited/Cancelled (expired)

 

 

 

 

 

 

 

Outstanding at December 31, 2024

 

 

40,000

 

 

$

 

3.50

 

Vested and exercisable at December 31, 2024

 

 

 

 

$

 

 

 

Stock-based Compensation Expense

Stock-based compensation expense recognized for options and restricted stock units granted was as follows (in thousands):

 

 

 

Year Ended December 31,

 

 

 

2024

 

 

2023

 

Research and development

 

$

840

 

 

$

2,449

 

General and administrative

 

 

1,473

 

 

 

9,590

 

Total stock-based compensation expense

 

$

2,313

 

 

$

12,039

 

The stock-based compensation expense for the year ended December 31, 2023, includes one-time charges for the acceleration of vesting of the Graybug stock options at the date of the Merger of $1.9 million and $8.6 million in research and development and general and administrative expenses, respectively.

Common Stock Reserved for Future Issuance

Common stock reserved for future issuance consists of the following at December 31, 2024:

 

 

 

December 31,

 

 

 

2024

 

Common stock warrants

 

 

3,352,621

 

Stock options issued and outstanding

 

 

2,824,443

 

Shares available for issuance under the 2023 Plan

 

 

807,414

 

Shares available under the 2023 ESPP

 

 

122,545

 

Total

 

 

7,107,023