Annual report [Section 13 and 15(d), not S-K Item 405]

Award Timing Disclosure

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Award Timing Disclosure
12 Months Ended
Dec. 31, 2024
Oct. 09, 2024
USD ($)
shares
$ / shares
Rate
Apr. 01, 2024
USD ($)
shares
$ / shares
Rate
Award Timing Disclosures [Line Items]      
Award Timing MNPI Disclosure

Policy Regarding Timing of Awards of Options and Other Option-Like Instruments

We provide the following discussion of the timing of stock appreciation rights awards in relation to the disclosure of material nonpublic information, as required by Item 402(x) of Regulation S-K. Our Board of Directors generally grants annual equity awards, including stock option grants to our named executive officers, in the first quarter of each fiscal year. In addition, new hires receive stock option grants at the time of their hiring.

Our Board of Directors approved the stock option awards to Dr. Werner and Mr. Lees-Rolfe on April 1, 2024. The grant to Mr. Lees-Rolfe was made in connection with the compensation arrangement related to his appointment as Chief Financial Officer, which was announced pursuant to the filing of a Current Report on Form 8-K/A on April 2, 2024. In accordance with the requirements of the SEC, the following table discloses additional information with respect to the stock options that we awarded to Dr. Werner and Mr. Lees-Rolfe on April 1, 2024.

In addition, our Board of Directors approved the stock options awards to Dr. Werner and Mr. Lees-Rolfe on October 9, 2024, which were granted in connection with the private placement financing transaction that was announced that same day pursuant to a filing of a Current Report on Form 8-K. Certain of such stock option awards were granted (i) with an exercise price at a premium to the market price and (ii) will only be exercisable following the expiration of the exercise period of the Series A-1 Warrants and Series B-1 Warrants in the same proportions as the Series A-1 Warrants and Series B-1 Warrants, as applicable, are actually exercised. In accordance with the requirements of the SEC, the following table discloses additional information with respect to the stock options that we awarded to Dr. Werner and Mr. Lees-Rolfe on October 9, 2024.

Our Board of Directors did not take material nonpublic information into account when determining the timing or terms of these awards. The grant date was selected based on the date on which our Board of Directors finalized and approved the awards.

 

Name

Grant Date

Number of Securities Underlying the Award

 

Exercise Price of the Award

 

 

Grant Date Fair Value of the Award(1)

 

 

Percentage change in the closing market price of the securities underlying the award between the trading day ending immediately prior to the disclosure of material nonpublic information and the trading day beginning immediately following the disclosure of material nonpublic information

Milton H. Werner, Ph.D.

4/1/2024

 

45,000

 

$

2.16

 

(2)

$

70,366

 

 

0.5%

 

10/9/2024

 

5,315,056

 

$

1.26

 

 

$

5,322,601

 

 

9.2%, 16.7%(3)

 

10/9/2024

 

2,207,671

 

$

1.45

 

 

$

1,744,088

 

 

9.2%, 16.7%(3)

 

10/9/2024

 

4,059,744

 

$

1.58

 

 

$

3,044,808

 

 

9.2%, 16.7%(3)

Garth Lees-Rolfe

4/1/2024

 

90,000

 

$

2.16

 

(2)

$

140,732

 

 

0.5%

 

10/9/2024

 

470,861

 

$

1.26

 

 

$

471,529

 

 

9.2%, 16.7%(3)

 

10/9/2024

 

235,383

 

$

1.45

 

 

$

185,956

 

 

9.2%, 16.7%(3)

 

10/9/2024

 

432,853

 

$

1.58

 

 

$

324,640

 

 

9.2%, 16.7%(3)

 

(1) The amount reported in this column reflects the grant date fair value of the stock options as determined under the principles used to calculate the grant date fair value of equity awards for purposes of our financial statements in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718. For a discussion of the assumptions

and methodologies used to value the award, please see the discussion of option awards contained in the notes to the company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024, filed with the SEC on March 27, 2025.

(2) On October 9, 2024, the Board of Directors approved the repricing of these stock options to $1.26, subject to approval by our stockholders, which was attained on January 3, 2025. For a discussion of the repricing, see below under “Executive Compensation—Executive Equity Compensation.”

(3) We filed a current report on Form 8-K on October 9, 2024 and a separate current report on Form 8-K on October 10, 2024. The percentage change in the closing market price of the securities underlying the award between the trading day ending immediately prior to the disclosure of material nonpublic information and the trading day beginning immediately following the disclosure of material nonpublic information for each of these dates was 9.2% and 16.7%, respectively.

   
Award Timing Method Our Board of Directors generally grants annual equity awards, including stock option grants to our named executive officers, in the first quarter of each fiscal year. In addition, new hires receive stock option grants at the time of their hiring.    
Award Timing Predetermined true    
Award Timing MNPI Considered false    
Awards Close in Time to MNPI Disclosures, Table

Name

Grant Date

Number of Securities Underlying the Award

 

Exercise Price of the Award

 

 

Grant Date Fair Value of the Award(1)

 

 

Percentage change in the closing market price of the securities underlying the award between the trading day ending immediately prior to the disclosure of material nonpublic information and the trading day beginning immediately following the disclosure of material nonpublic information

Milton H. Werner, Ph.D.

4/1/2024

 

45,000

 

$

2.16

 

(2)

$

70,366

 

 

0.5%

 

10/9/2024

 

5,315,056

 

$

1.26

 

 

$

5,322,601

 

 

9.2%, 16.7%(3)

 

10/9/2024

 

2,207,671

 

$

1.45

 

 

$

1,744,088

 

 

9.2%, 16.7%(3)

 

10/9/2024

 

4,059,744

 

$

1.58

 

 

$

3,044,808

 

 

9.2%, 16.7%(3)

Garth Lees-Rolfe

4/1/2024

 

90,000

 

$

2.16

 

(2)

$

140,732

 

 

0.5%

 

10/9/2024

 

470,861

 

$

1.26

 

 

$

471,529

 

 

9.2%, 16.7%(3)

 

10/9/2024

 

235,383

 

$

1.45

 

 

$

185,956

 

 

9.2%, 16.7%(3)

 

10/9/2024

 

432,853

 

$

1.58

 

 

$

324,640

 

 

9.2%, 16.7%(3)

 

(1) The amount reported in this column reflects the grant date fair value of the stock options as determined under the principles used to calculate the grant date fair value of equity awards for purposes of our financial statements in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718. For a discussion of the assumptions

and methodologies used to value the award, please see the discussion of option awards contained in the notes to the company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024, filed with the SEC on March 27, 2025.

(2) On October 9, 2024, the Board of Directors approved the repricing of these stock options to $1.26, subject to approval by our stockholders, which was attained on January 3, 2025. For a discussion of the repricing, see below under “Executive Compensation—Executive Equity Compensation.”

(3) We filed a current report on Form 8-K on October 9, 2024 and a separate current report on Form 8-K on October 10, 2024. The percentage change in the closing market price of the securities underlying the award between the trading day ending immediately prior to the disclosure of material nonpublic information and the trading day beginning immediately following the disclosure of material nonpublic information for each of these dates was 9.2% and 16.7%, respectively.

   
Milton H. Werner, Ph.D. [Member]      
Awards Close in Time to MNPI Disclosures      
Name     Milton H. Werner, Ph.D.
Underlying Securities | shares     45,000
Exercise Price | $ / shares     $ 2.16
Fair Value as of Grant Date | $     $ 70,366
Underlying Security Market Price Change     0.50%
Milton H. Werner, Ph.D. One [Member]      
Awards Close in Time to MNPI Disclosures      
Underlying Securities | shares   5,315,056  
Exercise Price | $ / shares   $ 1.26  
Fair Value as of Grant Date | $   $ 5,322,601  
Underlying Security Market Price Change   9.20%  
Underlying Security Market Price Change, Beginning   16.70%  
Milton H. Werner, Ph.D. Two [Member]      
Awards Close in Time to MNPI Disclosures      
Underlying Securities | shares   2,207,671  
Exercise Price | $ / shares   $ 1.45  
Fair Value as of Grant Date | $   $ 1,744,088  
Underlying Security Market Price Change   9.20%  
Underlying Security Market Price Change, Beginning   16.70%  
Milton H. Werner, Ph.D. Three [Member]      
Awards Close in Time to MNPI Disclosures      
Underlying Securities | shares   4,059,744  
Exercise Price | $ / shares   $ 1.58  
Fair Value as of Grant Date | $   $ 3,044,808  
Underlying Security Market Price Change   9.20%  
Underlying Security Market Price Change, Beginning   16.70%  
Garth Lees-Rolfe [Member]      
Awards Close in Time to MNPI Disclosures      
Name     Garth Lees-Rolfe
Underlying Securities | shares     90,000
Exercise Price | $ / shares     $ 2.16
Fair Value as of Grant Date | $     $ 140,732
Underlying Security Market Price Change     0.50%
Garth Lees-Rolfe One [Member]      
Awards Close in Time to MNPI Disclosures      
Underlying Securities | shares   470,861  
Exercise Price | $ / shares   $ 1.26  
Fair Value as of Grant Date | $   $ 471,529  
Underlying Security Market Price Change   9.20%  
Underlying Security Market Price Change, Beginning   16.70%  
Garth Lees-Rolfe Two [Member]      
Awards Close in Time to MNPI Disclosures      
Underlying Securities | shares   235,383  
Exercise Price | $ / shares   $ 1.45  
Fair Value as of Grant Date | $   $ 185,956  
Underlying Security Market Price Change   9.20%  
Underlying Security Market Price Change, Beginning   16.70%  
Garth Lees-Rolfe Three [Member]      
Awards Close in Time to MNPI Disclosures      
Underlying Securities | shares   432,853  
Exercise Price | $ / shares   $ 1.58  
Fair Value as of Grant Date | $   $ 324,640  
Underlying Security Market Price Change   9.20%  
Underlying Security Market Price Change, Beginning   16.70%