XML 28 R15.htm IDEA: XBRL DOCUMENT
v3.25.2

COMMON STOCK AND STOCK-BASED COMPENSATION | 6 Months Ended
--- | ---
Jun. 30, 2025
Share-Based Payment Arrangement [Abstract] |
COMMON STOCK AND STOCK-BASED COMPENSATION | COMMON STOCK AND STOCK-BASED COMPENSATION Common Stock In connection with the Merger, the Company filed its restated amended certificate of incorporation, which authorized the issuance of up to 500,000,000 shares of Common stock with a par value of $0.0001 per share. At June 30, 2025 and December 31, 2024, there were 500,000,000 shares of Common stock authorized, and 2,061,779 and 1,714,792 shares issued and outstanding, respectively. Holders of Common stock are entitled to receive dividends whenever funds are legally available and when declared by the Board of Directors. Holders of Common stock are entitled to one vote for each share of Common stock held at all meetings of stockholders. Common stock reserved for issuance at June 30, 2025 and December 31, 2024, was as follows:
| June 30, 2025 |  | December 31, 2024
Warrants outstanding for future issuance of Common stock | 881,007 |  | 729,166
Stock options and restricted stock units | 438,384 |  | 353,908
Stock options and restricted stock units available for future issuance | 285,341 |  | 34,934
Total shares of Common stock reserved | 1,604,732 |  | 1,118,008
Triton Financing On February 13, 2025, the Company entered into a common stock purchase agreement with Triton related to the purchase of up to $1.5 million of shares of the Company's Common stock between the date a form S-1 registration statement became effective and June 30, 2025. Triton is a San Diego based entity that makes direct investments in publicly-traded companies. Under the form S-1 registration statement, the Company registered 492,842 shares of Common stock consisting of (a) up to 342,842 shares of Common stock and (b) up to 150,000 shares of Common stock underlying a warrant to purchase the Company's Common stock. The S-1 registration statement became effective on March 27, 2025. On March 31, 2025, the Company issued 342,842 shares of Common stock to Triton, subject to payment by Triton for the shares. During the three months ended June 30, 2025, the Company received $0.5 million of gross proceeds for the sale of Common stock. The Company recorded the proceeds to Common stock and additional paid-in capital, and recorded $0.2 million of deferred transaction costs to additional paid-in capital for the three months ended June 30, 2025. Equity Incentive Plan Under the 2009 Equity Incentive Plan (the “2009 Plan”), the 2019 Equity Incentive Plan (the “2019 Plan”), and the 2024 Equity Incentive Plan (the “2024 Plan” and together with the 2009 Plan and 2019 Plan, “the Plans”), the Company may grant stock options (both service-based and performance milestone-based) to employees and non-statutory stock options, restricted share awards (“RSAs”) and restricted stock units (“RSUs”) to employees, officers, and non-employee directors and consultants of the Company. Under the Plans, stock options may be immediately exercisable subject to repurchase or may be exercisable as determined by the Board of Directors. The Company has not allowed for early exercises of options under the Plans. Additionally, to date, the Company has not issued RSAs under the Plans. At June 30, 2025 and December 31, 2024, there were options outstanding to purchase a total of 377,134 and 309,351 shares of Common stock under the Plans, respectively, and 61,250 and 44,520 unvested RSUs, respectively. At June 30, 2025 and December 31, 2024, 285,341 and 34,934 shares of Common stock were available for issuance for either option or RSU grants, respectively, under the 2019 Plan and 2024 Plan. Employee Stock Purchase Plan Under the Company’s 2024 Employee Stock Purchase Plan (the “ESPP”) eligible employees may contribute a portion of their eligible earnings toward the purchase of our shares of Common stock at a pre-determined discounted price, subject to certain limitations set forth in the ESPP. Employees can purchase stock at a 15% discount applied to the lower of the closing stock prices on the first trading day of the applicable offering period or last trading day of the purchase period for such offering period. The Company commenced its first offering period under the ESPP on May 15, 2025. For the three and six months ended June 30, 2025, no shares of Common stock have been purchased under the ESPP and stock-based compensation expense related to the ESPP was immaterial. Service-based Stock Options Option award activity for service-based stock options granted at June 30, 2025, was as follows:
| Number of options outstanding |  | Weighted- Average Exercise Price |  | Weighted- Average Remaining Contractual Life (Years) |  | Aggregate Intrinsic Value (in thousand)
Balances at January 1, 2025 | 304,245 |  | $ | 31.60 |  |  | 9.5 |  | $ | 802 |
Granted | 70,859 |  | 5.90 |  |  | — |  | — |
Exercised | — |  | — |  |  | — |  | — |
Expired | (3,076) |  | 87.40 |  |  | — |  | — |
Forfeited | — |  | — |  |  | — |  | — |
Balances at June 30, 2025 | 372,028 |  | $ | 26.16 |  |  | 9.2 |  | $ | — |
Vested and exercisable at June 30, 2025 | 179,314 |  | $ | 47.17 |  |  | 8.9 |  | $ | — |
Stock options that vested during the six months ended June 30, 2025, had a weighted-average grant date fair value of $7.15. As reflected in the table above, no service-based options were exercised during the six months ended June 30, 2025. There were 192,714 service-based unvested options at June 30, 2025 and $1.2 million of remaining unrecognized stock-based compensation expense, which is expected to be recognized over the weighted-average period of 2.5 years. Performance Milestone-based Stock Options Option award activity for performance milestone-based stock options granted at June 30, 2025, was as follows:
| Number of options outstanding |  | Weighted- Average Exercise Price |  | Weighted- Average Remaining Contractual Life (Years) |  | Aggregate Intrinsic Value (in thousands)
Balances at January 1, 2025 | 5,106 |  | $ | 417.00 |  |  | 5.6 |  | $ | — |
Granted | — |  | — |  |  | — |  | — |
Exercised | — |  | — |  |  | — |  | — |
Expired | — |  | — |  |  | — |  | — |
Forfeited | — |  | — |  |  | — |  | — |
Balances at June 30, 2025 | 5,106 |  | $ | 417.00 |  |  | 5.1 |  | $ | — |
Vested and exercisable at June 30, 2025 | 1,702 |  | $ | 417.00 |  |  | 5.1 |  | $ | — |
As reflected in the table above, no performance milestone-based options were granted or exercised during the six months ended June 30, 2025. There were no performance milestone-based options that vested during the six months ended June 30, 2025. There were 3,404 of performance milestone-based unvested options and total unrecognized compensation costs were immaterial at June 30, 2025. Restricted Stock Units A summary of the Company’s RSU activity and related information is as follows:
| Number of RSUs Outstanding |  | Weighted-Average Grant Date Fair Value Per Share
Balances at January 1, 2025 | 44,520 |  | $ | 193.80 |
Granted | 36,073 |  | 6.14 |
Vested | (15,366) |  | 86.31 |
Forfeited | (3,977) |  | 180.00 |
Balances at June 30, 2025 | 61,250 |  | $ | 116.75 |
The RSUs have both a service-based condition or a performance milestone-based condition(s) and a liquidity event condition. The total RSU vesting expense was $1.4 million and $3.3 million for the three and six months ended June 30, 2025, respectively. As of June 30, 2025, the Company had $3.0 million of future expense to be recognized relating to the RSU’s which still require satisfaction of the service condition, which is expected to be recognized over the weighted-average period of 0.8 years. Stock-Based Compensation The following table summarizes stock-based compensation expense recorded in each component of operating expenses in the Company’s interim condensed consolidated statements of operations and comprehensive loss (in thousands):
| Three Months Ended June 30, |  | Six Months Ended June 30,
| 2025 |  | 2024 |  | 2025 |  | 2024
Research and development | $ | 70 |  |  | $ | — |  |  | $ | 197 |  |  | $ | — |
Sales and marketing | 12 |  |  | — |  |  | 21 |  |  | — |
General and administrative | 1,481 |  |  | 97 |  |  | 3,476 |  |  | 195 |
Total stock-based compensation expense | $ | 1,563 |  |  | $ | 97 |  |  | $ | 3,694 |  |  | $ | 195 |

X
- Definition The entire disclosure for share-based payment arrangement. + References Reference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 718 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (l) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480429/718-10-50-2 Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Topic 718 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480429/718-10-50-2 Reference 3: http://www.xbrl.org/2003/role/disclosureRef -Topic 718 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (h)(2)(i) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480429/718-10-50-2 Reference 4: http://www.xbrl.org/2003/role/exampleRef -Topic 718 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (a)(1) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480429/718-10-50-2 Reference 5: http://www.xbrl.org/2003/role/disclosureRef -Topic 718 -Name Accounting Standards Codification -Publisher FASB -URI https://asc.fasb.org/718/tableOfContent Reference 6: http://www.xbrl.org/2003/role/disclosureRef -Topic 718 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (h)(2) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480429/718-10-50-2 + Details
Name: | us-gaap_DisclosureOfCompensationRelatedCostsShareBasedPaymentsTextBlock
Namespace Prefix: | us-gaap_
Data Type: | dtr-types:textBlockItemType
Balance Type: | na
Period Type: | duration

X
- References No definition available. + Details
Name: | us-gaap_DisclosureOfCompensationRelatedCostsSharebasedPaymentsAbstract
Namespace Prefix: | us-gaap_
Data Type: | xbrli:stringItemType
Balance Type: | na
Period Type: | duration