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Stock-based Compensation
3 Months Ended
Mar. 31, 2025
Share-based Payment Arrangement [Abstract]  
Stock-based Compensation

7. Stock-based Compensation

 

2006 Equity Incentive Plan and Amendment to 2006 Plan

Private CalciMedica adopted an equity incentive plan in 2006 (“2006 Plan”) that provides for the issuance of common stock to employees, non-employee directors and consultants. Recipients of incentive stock options are eligible to purchase common stock at an exercise price equal to no less than the estimated fair market value of such stock on the date of grant. The 2006 Plan provides for the grant of incentive stock options, non-statutory stock options and stock purchase rights. The maximum contractual term of options granted under the 2006 Plan is ten years. The options generally vest 25% on the first anniversary of the grant date, with the

balance vesting ratably over the following 36 months. In connection with the Merger, the Company assumed the 2006 Plan and all stock options issued and outstanding under the 2006 Plan.

2023 Equity Incentive Plan

The Company adopted the 2023 Equity Incentive Plan (the “2023 Plan”), which became effective at the closing of the Merger and replaced its 2020 Equity Incentive Plan (the “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). Effective January 1, 2024, the shares reserved for issuance under the 2023 Plan was increased by 287,725 shares of the Company’s common stock. Effective March 28, 2024, the Board approved an increase of 1,500,000 shares of the Company’s common stock reserved under the 2023 Plan. This increase was subsequently approved by the stockholders of the Company on August 27, 2024. As of January 1, 2025 an additional 674,095 were added to the plan per the annual increase. As of March 31, 2025, 1,473,250 shares of the Company’s common stock 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 and 134,819 shares of the Company’s common stock was automatically added to the share reserve under the 2023 ESPP on January 1, 2024 and 2025, respectively. As of March 31, 2025, 257,364 shares of the Company’s common stock were available for grant under the 2023 ESPP.

As of March 31, 2025, no shares have been issued under the 2023 ESPP.

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

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total Options

 

 

 

Weighted Average Exercise Price

 

 

Weighted Average Remaining Contractual Term (years)

 

 

 

Aggregate Intrinsic Value (in thousands)

 

Outstanding at December 31, 2024

 

 

2,824,443

 

 

$

 

5.51

 

 

 

8.15

 

 

$

 

210

 

Granted

 

 

35,000

 

 

 

 

2.77

 

 

 

9.83

 

 

 

 

 

Cancelled

 

 

(13,889

)

 

 

 

3.58

 

 

 

 

 

 

 

 

Outstanding at March 31, 2025

 

 

2,845,554

 

 

$

 

5.48

 

 

 

7.84

 

 

$

 

2

 

Vested and exercisable at March 31, 2025

 

 

1,497,856

 

 

$

 

6.32

 

 

 

6.87

 

 

$

 

2

 

There were no options exercised and 35,000 options granted during the three months ended March 31, 2025. The weighted-average fair value of options granted during the three months ended March 31, 2025 and 2024 was $2.36 and $4.16 per share, respectively. The total fair value of shares vested was $0.5 million for the three months ended March 31, 2025. The total fair value of shares vested as of March 31, 2024 was $0.3 million.

As of March 31, 2025, stock-based compensation not yet recognized is $4.2 million, which the Company expects to recognize over an estimated weighted-average term of 2.6 years.

The following are the underlying assumptions in Black-Scholes to determine the fair value of the stock option grants for the three months ended March 31, 2025 and 2024:

 

 

 

Three Months Ended March 31,

 

 

2025

 

2024

Risk free interest rate

 

3.16%

 

2.94%

Expected volatility

 

97%

 

89%

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 three months ended March 31, 2025 was nil.

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

 

 

 

 

 

 

 

 

 

 

 

Number of Restricted Stock Units

 

 

 

Weighted Average Grant Date Fair Value

 

Outstanding at December 31, 2024

 

 

40,000

 

 

$

 

3.50

 

Outstanding at March 31, 2025

 

 

40,000

 

 

$

 

3.50

 

Vested and exercisable at March 31, 2025

 

 

 

 

$

 

 

Stock-based Compensation Expense

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

 

 

 

Three Months Ended March 31,

 

 

 

2025

 

 

2024

 

Research and development

 

$

177

 

 

$

171

 

General and administrative

 

 

372

 

 

 

243

 

Total stock-based compensation expense

 

$

549

 

 

$

414

 

Common Stock Reserved for Future Issuance

Common stock reserved for future issuance consists of the following at March 31, 2025:

 

 

 

March 31,

 

 

 

2025

 

Common stock warrants

 

 

3,993,784

 

Stock options issued and outstanding

 

 

2,845,554

 

Restricted stock units outstanding

 

 

40,000

 

Shares available for issuance under the 2023 Plan

 

 

1,473,250

 

Shares available under the 2023 ESPP

 

 

257,364

 

Total

 

 

8,609,952