Pay vs Performance Disclosure - USD ($)

12 Months Ended

Dec. 31, 2025

Dec. 31, 2024

Pay Versus Performance

In accordance with rules adopted by the Securities and Exchange Commission pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, we provide the following disclosure regarding executive compensation for our principal executive officer (“PEO”) and Non-PEO NEOs and Company performance for the fiscal years listed below. The Compensation Committee did not consider the pay versus performance disclosure below in making its pay decisions for any of the years shown.

         
        Average

         
        Summary

        Average

        Value of Initial

         
        Compensation

        Compensation

        Fixed $100

         
        Table Total

        Actually Paid

        Investment

         
        Summary

        for Non-PEO

        to Non-PEO

        Based On:

         
        Compensation

        Compensation

        Named

        Named

        Total

         
        Table Total

        Actually Paid

        Executive

        Executive

        Stockholder

        Net Income

        Fiscal

        for PEO(1)

        to PEO(1)(2)(3)

        Officers(1)

        Officers(1)(2)(3)

        Return(4)

        (Loss)(5)

        Year

        ($)

        ($)

        ($)

        ($)

        ($)

        ($ in thousands)

2025

9,656,400

10,249,084

4,089,290

4,278,578

213

(171,298

)

2024

7,174,995

14,589,562

3,240,922

5,610,043

193

7,998

(1)

Richard Lowenthal was our PEO for each year presented. The individuals comprising the Non-PEO NEOs for each year presented are listed below.


2024		2025
Sarina Tanimoto		Sarina Tanimoto
Brian T. Dorsey		Justin Chakma

(2)

The amounts shown for Compensation Actually Paid have been calculated in accordance with Item 402(v) of Regulation S-K and do not reflect compensation actually earned, realized, or received by the Company’s PEO and Non-PEO NEOs. These amounts reflect the Summary Compensation Table Total with certain adjustments as described in footnote 3 below.

(3)

Compensation Actually Paid reflects the exclusions and inclusions of certain amounts for the PEO and the Non-PEO NEOs as set forth below. Equity values are calculated in accordance with FASB ASC Topic 718. Amounts in the Exclusion of Option Awards column are the totals from the Option Awards column set forth in the Summary Compensation Table.


		Fiscal Year
		2025			2024
Summary Compensation Table Total for PEO		$	9,656,400		$	7,174,995
( - )	Grant Date Fair Value of Stock Options Granted in the Fiscal Year		(6,176,110	)		(3,842,080	)
( + )	Fair Value at Fiscal Year End of Outstanding and Unvested Stock Options Granted in the Fiscal Year		4,773,539			7,649,271
( + )	Change in Fair Value at Fiscal Year End of Outstanding and Unvested Stock Options Granted in Prior Fiscal Years		143,534			2,393,046
( + )	Fair Value at Vesting of Stock Options Granted and Vested in the Fiscal Year		1,534,951			—
( + )	Change in Fair Value as of the Vesting Date of Stock Options Granted in Prior Fiscal Years that Vested in the Fiscal Year		316,770			1,214,330
Compensation Actually Paid to PEO		$	10,249,084		$	14,589,562


		Fiscal Year
		2025			2024
Average Summary Compensation Table Total for Non-PEO Named Executive Officers		$	4,089,290		$	3,240,922
( - )	Grant Date Fair Value of Stock Options Granted in the Fiscal Year		(2,156,328	)		(1,418,950	)
( + )	Fair Value at Fiscal Year End of Outstanding and Unvested Stock Options Granted in the Fiscal Year		1,666,639			2,825,015
( + )	Change in Fair Value at Fiscal Year End of Outstanding and Unvested Stock Options Granted in Prior Fiscal Years		50,921			603,669
( + )	Fair Value at Vesting of Stock Options Granted and Vested in the Fiscal Year		535,908			—
( + )	Change in Fair Value as of the Vesting Date of Stock Options Granted in Prior Fiscal Years that Vested in the Fiscal Year		92,148			359,387
Average Compensation Actually Paid to Non-PEO Named Executive Officers		$	4,278,578		$	5,610,043

(4)

Assumes $100 was invested in the Company for the period starting December 31, 2023, through the end of the listed year. Historical stock performance is not necessarily indicative of future stock performance.

(5)

The dollar amounts reported represent the amount of net loss reflected in the Company’s audited financial statements for the applicable year.

Named Executive Officers, Footnote

(1)

Richard Lowenthal was our PEO for each year presented. The individuals comprising the Non-PEO NEOs for each year presented are listed below.


2024		2025
Sarina Tanimoto		Sarina Tanimoto
Brian T. Dorsey		Justin Chakma

PEO Total Compensation Amount

$ 9,656,400

$ 7,174,995

PEO Actually Paid Compensation Amount

$ 10,249,084

14,589,562

Adjustment To PEO Compensation, Footnote

(3)


		Fiscal Year
		2025			2024
Summary Compensation Table Total for PEO		$	9,656,400		$	7,174,995
( - )	Grant Date Fair Value of Stock Options Granted in the Fiscal Year		(6,176,110	)		(3,842,080	)
( + )	Fair Value at Fiscal Year End of Outstanding and Unvested Stock Options Granted in the Fiscal Year		4,773,539			7,649,271
( + )	Change in Fair Value at Fiscal Year End of Outstanding and Unvested Stock Options Granted in Prior Fiscal Years		143,534			2,393,046
( + )	Fair Value at Vesting of Stock Options Granted and Vested in the Fiscal Year		1,534,951			—
( + )	Change in Fair Value as of the Vesting Date of Stock Options Granted in Prior Fiscal Years that Vested in the Fiscal Year		316,770			1,214,330
Compensation Actually Paid to PEO		$	10,249,084		$	14,589,562

Non-PEO NEO Average Total Compensation Amount

$ 4,089,290

3,240,922

Non-PEO NEO Average Compensation Actually Paid Amount

$ 4,278,578

5,610,043

Adjustment to Non-PEO NEO Compensation Footnote

(3)


		Fiscal Year
		2025			2024
Average Summary Compensation Table Total for Non-PEO Named Executive Officers		$	4,089,290		$	3,240,922
( - )	Grant Date Fair Value of Stock Options Granted in the Fiscal Year		(2,156,328	)		(1,418,950	)
( + )	Fair Value at Fiscal Year End of Outstanding and Unvested Stock Options Granted in the Fiscal Year		1,666,639			2,825,015
( + )	Change in Fair Value at Fiscal Year End of Outstanding and Unvested Stock Options Granted in Prior Fiscal Years		50,921			603,669
( + )	Fair Value at Vesting of Stock Options Granted and Vested in the Fiscal Year		535,908			—
( + )	Change in Fair Value as of the Vesting Date of Stock Options Granted in Prior Fiscal Years that Vested in the Fiscal Year		92,148			359,387
Average Compensation Actually Paid to Non-PEO Named Executive Officers		$	4,278,578		$	5,610,043