Management’s discussion and analysis of our financial condition and results of operations is based on our consolidated financial statements, which have been prepared in accordance with generally accepted accounting principles in the United States of America. The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets and liabilities, and the disclosure of contingent assets and liabilities in our consolidated financial statements, as well as the reported
expenses incurred during the reporting periods. We base our estimates on historical experience and on various other factors that we believe are reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions and any such differences may be material.
While our significant accounting policies are described in more detail in Note 2 to our consolidated financial statements included elsewhere in this Annual Report, we believe that the accounting policies discussed below are critical to understanding our historical and future performance, as these policies relate to the more significant areas that involve a significant level of estimation uncertainty and have had or are reasonably likely to have a material impact on our financial condition or results of operations.
Accrued Research and Development Expenses
As part of the process of preparing our consolidated financial statements, we are required to estimate our accrued research and development expenses as of each balance sheet date. This process involves reviewing open contracts and purchase orders, communicating with our personnel to identify services that have been performed on our behalf, and estimating the level of service performed and the associated cost incurred for the service when we have not yet been invoiced or otherwise notified of the actual cost. The majority of our service providers provide us invoices monthly in arrears for services performed. We make estimates of our accrued research and development expenses as of each balance sheet date in our consolidated financial statements based on facts and circumstances known to us at the time. We periodically confirm the accuracy of estimates with the service providers and make adjustments if necessary. The significant estimates in our accrued research and development expenses include the costs incurred for services performed by our vendors in connection with research and development activities for which we have not yet been invoiced.
We base our expenses related to research and development activities on our estimates of the services received and efforts expended pursuant to quotes and contracts with vendors that conduct research and development on our behalf. The financial terms of these agreements are subject to negotiation, vary from contract to contract and may result in uneven payment flows. There may be instances in which payments made to our vendors will exceed the level of services provided and result in a prepayment of the research and development expense. In accruing service fees, we estimate the time period over which services will be performed and the level of effort to be expended in each period. If the actual timing of the performance of services or the level of effort varies from our estimate, we adjust the accrual or prepaid expense accordingly. Advance payments for goods and services that will be used in future research and development activities are expensed when the activity has been performed or when the goods have been received rather than when the payment is made.
Although we do not expect our estimates to be materially different from amounts actually incurred, if our estimates of the status and timing of services performed differ from the actual status and timing of services performed, it could result in us reporting amounts that are too high or too low in any particular period. To date, we have not experienced significant changes in our estimates of accrued research and development expenses after a reporting period.
Determination of the Fair Value of Contingent Consideration
Business combinations may also include contingent consideration payments to be made for future milestone events or royalties on net sales of future products. We estimate the fair value of the contingent consideration based on the probability of milestone achievement, estimated time to payment and an estimated discount rate. See Note 3 and Note 7 to our consolidated financial statements for further details.
Off-balance Sheet Arrangements
During the periods presented, we did not have, nor do we currently have, any off-balance sheet arrangements as defined in the rules and regulations of the SEC.
Recent Accounting Pronouncements
See Note 2 to our consolidated financial statements found elsewhere in this Annual Report for a description of recent accounting pronouncements applicable to our consolidated financial statements.
JOBS Act and Smaller Reporting Company Status
As an emerging growth company under the Jumpstart Our Business Startups Act of 2012 (the "JOBS Act") we can take advantage of an extended transition period for complying with new or revised accounting standards. This allows an emerging growth
company to delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We have elected to use the extended transition period for complying with new or revised accounting standards and as a result of this election, our consolidated financial statements may not be comparable to companies that comply with public company effective dates. We intend to rely on other exemptions provided by the JOBS Act, including without limitation, not being required to comply with the auditor attestation requirements of Section 404(b) of Sarbanes-Oxley.
We will remain an emerging growth company until the earliest of (i) the last day of the fiscal year following the fifth anniversary of the consummation of our initial public offering, or December 31, 2030, (ii) the last day of the fiscal year in which we have total annual gross revenue of at least $1.235 billion, (iii) the last day of the fiscal year in which we are deemed to be a “large accelerated filer” as defined in Rule 12b-2 under the Exchange Act, which would occur if, among other factors, the market value of our common stock held by non-affiliates exceeded $700.0 million as of the last business day of the second fiscal quarter of such year (subject to certain conditions), or (iv) the date on which we have issued more than $1.0 billion in non-convertible debt securities during the prior three-year period.
We are also a smaller reporting company as defined in the Exchange Act. We may continue to be a smaller reporting company even after we are no longer an emerging growth company. We may take advantage of certain of the scaled disclosures available to smaller reporting companies and will be able to take advantage of these scaled disclosures for so long as our voting and non-voting common stock held by non-affiliates is less than $250.0 million measured on the last business day of our second fiscal quarter, or our annual revenue is less than $100.0 million during the most recently completed fiscal year and our voting and non-voting common stock held by non-affiliates is less than $700.0 million measured on the last business day of our second fiscal quarter.
Ite m 7A. Quantitative and Qualitative Disclosures About Market Risk.
We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information required under this item.
Ite m 8. Financial Statements and Supplementary Data.
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
Metsera, Inc.
Consolidated Financial Statements of Metsera, Inc.
Report of Independent Registered Public Accounting Firm (PCAOB ID: 42 )
Consolidated Balance Sheets as of December 31, 2024 and 2023
Consolidated Statements of Operations and Comprehensive Loss for the Years Ended December 31, 2024 and 2023
Consolidated Statements of Redeemable Convertible Preferred Stock and Stockholders’ Deficit for the Years Ended December 31, 2024 and 2023
Consolidated Statements of Cash Flows for the Years Ended December 31, 2024 and 2023
Notes to Consolidated Financial Statements for the Years Ended December 31, 2024 and 2023
METSERA, INC.
Report of Independent Reg istered Public Accounting Firm
To the Stockholders and the Board of Directors of Metsera, Inc.
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of Metsera, Inc. (the Company) as of December 31, 2024 and 2023, the related consolidated statements of operations and comprehensive loss, redeemable convertible preferred stock and stockholders’ deficit and cash flows for each of the two years in the period ended December 31, 2024, and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2024 and 2023, and the results of its operations and its cash flows for each of the two years in the period ended December 31, 2024 , in conformity with U.S. generally accepted accounting principles.
Basis for Opinion
These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
/s/ Ernst & Young LLP
We have served as the Company’s auditor since 2024.
Iselin, New Jersey
March 26, 2025
METSERA, INC.
CONSOLIDATED BA LANCE SHEETS
(In thousands, except share and per share data)
December 31,
Assets
Current assets:
Cash and cash equivalents
Prepaid expenses and other current assets
Total current assets
Property and equipment, net
Operating lease right-of-use asset
Intangible assets
Goodwill
Other assets
Total assets
Liabilities, redeemable convertible preferred stock and stockholders’ deficit
Current liabilities:
Accounts payable
Accrued expenses and other current liabilities
Note payable with related parties
Deferred payment
Due to related parties
Operating lease liabilities, current portion
Contingent consideration, short-term
Total current liabilities
Deferred tax credits
Deferred tax liabilities
Operating lease liabilities, long-term
Contingent consideration, long-term
Total liabilities
Redeemable convertible preferred stock, par value $ 0.00001 per share:
Series Seed redeemable convertible preferred stock: 36,599,998 shares authorized; 36,599,998 shares issued and outstanding at December 31, 2024 and December 31, 2023 (Liquidation value of $ 54,900 at December 31, 2024)
Series A redeemable convertible preferred stock: 79,999,993 shares authorized; 79,999,993 and 29,666,664 shares issued and outstanding at December 31, 2024 and December 31, 2023, respectively (Liquidation value of $ 240,000 at December 31, 2024)
Series A-1 redeemable convertible preferred stock: 9,696,970 shares authorized; 9,696,970 shares issued and outstanding at December 31, 2024 (Liquidation value of $ 32,000 at December 31, 2024)
Series B redeemable convertible preferred stock: 42,658,718 shares authorized; 42,658,718 shares issued and outstanding at December 31, 2024 (Liquidation value of $ 215,000 at December 31, 2024)
Commitments and contingencies (Note 7)
Stockholders’ deficit:
Common stock, par value $ 0.00001 per share: 72,348,953 shares authorized;
15,368,385 and 13,831,417 shares issued and outstanding at December 31,
2024 and 2023, respectively.
Additional paid-in capital
Accumulated other comprehensive income
Accumulated deficit
Total stockholders’ deficit
Total liabilities, redeemable convertible preferred stock and stockholders’ deficit
The accompanying notes are an integral part of these consolidated financial statements.
METSERA, INC.
CONSOLIDATED STATEMENTS OF OPE RATIONS AND COMPREHENSIVE LOSS
(In thousands, except share and per share data)
Year ended
December 31,
Year ended
December 31,
Operating expenses:
Acquired in-process research and development
Research and development
General and administrative
Change in fair value of contingent consideration
Total operating expenses
Loss from operations
Other income (expense):
Change in fair value of convertible promissory note
Interest expense
Foreign exchange gain (loss)
Interest income
Loss before income taxes
Income tax benefit
Net loss
Net loss per share of common stock, basic and diluted
Weighted-average shares of common stock outstanding, basic and diluted
Other comprehensive income:
Foreign currency translation adjustment
Other comprehensive (loss) income
Total comprehensive loss
The accompanying notes are an integral part of these consolidated financial statements.
METSERA, INC.
CONSOLIDATED STATEMENTS OF REDEEMABLE CO NVERTIBLE PREFERRED STOCK AND STOCKHOLDERS’ DEFICIT
(In thousands, except share data)
Redeemable
Convertible
Preferred Stock
Common stock
Additional
Paid-In
Accumulated
Other
Comprehensive
Accumulated
Total
stockholders’
Shares
Amount
Shares
Amount
Capital
Income
deficit
deficit
Balance at December 31, 2022
Issuance of common stock
Sale of Series Seed
convertible preferred stock,
net of issuance costs
Issuance of Series Seed
convertible preferred stock
upon conversion of
convertible promissory
note
Sale of Series A
convertible preferred stock,
net of issuance costs
Stock-based compensation
expense
Foreign currency
translation adjustment
Net loss
Balance at December 31, 2023
Sale of Series A convertible preferred stock, net of issuance costs
Sale of Series A-1 convertible preferred stock, net of issuance costs
Sale of Series B convertible preferred stock, net of issuance costs
Stock-based compensation
expense
Vesting of restricted stock
Foreign currency
translation adjustment
Net loss
Balance at December 31, 2024
The accompanying notes are an integral part of these consolidated financial statements.
METSERA, INC.
CONSOLIDATED STAT EMENTS OF CASH FLOWS
(In thousands)
Year ended
December 31,
Year ended
December 31,
Operating activities:
Net loss
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization expense
Non-cash interest expense
Settlement of accrued interest related to convertible promissory note
Change in fair value of convertible promissory note
Stock-based compensation expense
Change in fair value of contingent consideration
Deferred tax benefit
Non-cash lease expense
Changes in operating assets and liabilities:
Other assets
Prepaid expenses and other current assets
Accounts payable
Accrued expenses and other liabilities
Due to related parties
Payment of contingent consideration
Deferred tax credits
Net cash used in operating activities
Investing activities:
Acquisition of Zihipp Ltd., net of cash acquired
Purchase of property and equipment
Net cash used in investing activities
Financing activities:
Proceeds from the sale of convertible preferred stock
Payment of financing costs related to sale of convertible preferred stock
Payment of deferred financing costs related to initial public offering
Settlement of deferred payment related to the acquisition of Zihipp, Ltd.
Payment of contingent consideration
Net cash provided by financing activities
Effect of exchange rates on cash and cash equivalents
Net increase in cash and cash equivalents
Cash and cash equivalents at the beginning of year
Cash and cash equivalents at the end of year
Supplemental non-cash financing activities:
Issuance of Series Seed convertible preferred stock upon conversion of
convertible promissory note
Deferred financing costs within accounts payable and accrued expenses
Issuance of related party note to settle contingent consideration
Cash paid for interest
Operating lease right-of-use asset exchanged for operating lease liability
The accompanying notes are an integral part of these consolidated financial statements.
METSERA, INC.
NOTES TO THE CONSO LIDATED FINANCIAL STATEMENTS
1. Organization, Liquidity and Risk
Metsera, Inc. ("Company"), a Delaware corporation, was incorporated in June 2022 and is a clinical-stage biotechnology company developing next-generation injectable and oral nutrient stimulated hormone ("NuSH") analog peptides to treat obesity, overweight and related conditions. The Company has developed and is implementing proprietary methods and platform technologies to advance a broad, scalable and combinable portfolio of injectable and oral NuSH analog peptides with the potential to not only address the limitations of approved therapies, but also many of the anticipated limitations of next-generation therapies in development. The Company uses its proprietary MINT peptide library of NuSH analog peptides alongside its Half-life Augmentation by Lipid Optimization half-life extending platform and its MOMENTUM oral NuSH analog peptide delivery platform to deliver highly differentiated product candidates that they are advancing into clinical trials for obesity or overweight.
In March 2023, the Company’s board of directors approved a 3 -for-1 reverse stock split of its issued and outstanding common stock and stock option awards. In January 2025, the Company’s board of directors approved a 2.349723 -for-1 reverse stock split of its issued and outstanding common stock and stock option awards. All issued and outstanding shares of common stock, stock option awards and per share data have been adjusted in these audited consolidated financial statements, on a retrospective basis, to reflect the reverse stock splits for all periods presented.
Liquidity and Risk
As of December 31, 2024 , the Company had cash and cash equivalents of $ 352.4 million. In February 2025, the Company raised aggregate net proceeds of approximately $ 288.4 million from the issuance and sale of shares from its initial public offering ("IPO"). The Company has incurred losses and negative operating cash flows since inception and had an accumulated deficit of $ 257.1 million as of December 31, 2024. During the year ended December 31, 2024 , the Company incurred a net loss of $ 209.1 million and negative operating cash flows of $ 100.0 million. The Company anticipates incurring additional losses until such time, if ever, that it can generate significant sales of its product candidates currently in development. Substantial additional financing will be needed by the Company to fund its operations and to commercially develop its product candidates. No assurance can be given that any such financing will be available when needed or that the Company’s research and development efforts will be successful.
Since its inception in June 2022, the Company has funded its operations through the issuance of shares of its convertible preferred stock, convertible notes in private placements and shares issued in conjunction with the Company’s initial public offering. The Company believes that its current capital resources, which consist of cash and cash equivalents, will be sufficient to fund operations through at least the next twelve months from the date the accompanying consolidated financial statements are issued based on its current operating plan. As the Company continues to pursue its business plan, it expects to finance its operations through equity offerings, debt financings, or other capital sources, including current or potential future collaborations, licenses, and other similar arrangements. However, there can be no assurance that any additional financing or strategic arrangements will be available to the Company on acceptable terms, if at all. If events or circumstances occur such that the Company does not obtain additional funding, it may be necessary to significantly reduce its scope of operations to reduce the current rate of spending through actions such as reductions in staff and the need to delay, limit, reduce or terminate its product development or future commercialization efforts or grant rights to develop and market product candidates that it would otherwise prefer to develop and market itself, which could have a material adverse effect on the Company’s business, results of operations or financial condition.
At the time of issuance of these financial statements, the previously reported going concern uncertainty has been alleviated based upon the completion of the Company's IPO.
2. Basis of presentation and significant accounting policies
Basis of presentation
The accompanying consolidated financial statements have been prepared in conformity with generally accepted accounting principles in the United States of America ("U.S. GAAP"). Any reference in these notes to applicable guidance is meant to refer to U.S. GAAP as found in the Accounting Standards Codification ("ASC") and the Accounting Standards Updates ("ASU") of the Financial Accounting Standards Board ("FASB") and Securities and Exchange Commission ("SEC").
Principles of consolidation
The Company’s consolidated financial statements include the accounts of Metsera, Inc. and its wholly owned subsidiaries, Zihipp Ltd. and Zihipp Inc. (collectively "Zihipp") that were acquired in September 2023 (see Note 4). All significant intercompany account balances and transactions within the Company and its subsidiaries have been eliminated upon consolidation.
Use of estimates
The preparation of the consolidated financial statements in conformity with U.S. GAAP requires management to make estimates, assumptions, and judgments that affect the reported amounts of assets, liabilities, expenses, and related disclosures in the accompanying notes. The Company bases its estimates, assumptions and judgments on historical experience when available and on various factors that it believes to be reasonable under the circumstances as of the date of the accompanying consolidated financial statements, including the fair value of the convertible promissory note, net assets acquired from Zihipp and related contingent consideration, the fair value of the Company’s common stock and other assumptions in the measurement of stock-based compensation expense and accrued research and development expenses. In addition, other factors may affect estimates, including the expected business and operational changes, the sensitivity and volatility associated with the assumptions used in developing estimates, and whether historical trends are expected to be representative of future trends. The estimation process often may yield a range of potentially reasonable estimates of the ultimate future outcomes, and management must select an amount that falls within that range of reasonable estimates. Actual results could differ materially from the estimates and assumptions used in the preparation of the accompanying financial statements under different assumptions or conditions.
Segment Information
The Company operates and manages its business as a single operating segment for the purposes of assessing performance and making operating decisions. The Company’s current focus is on the development of clinical and preclinical product candidates focused on developing next-generation injectable and oral nutrient stimulated hormone, analog peptides to treat obesity, overweight and related conditions. The Company has one reportable segment. The determination of reportable segments is based on the chief operating decision maker's ("CODM") use of financial information provided for the purpose of assessing performance and making operating decisions. The Company's CODM is its C hief Executive Officer .
The CODM assesses performance for the segment based on net loss. The measure of segment assets is reported on the balance sheet as total assets.
To date, the Company has not generated any product revenue. The Company expects to continue to incur significant expenses and operating losses for the foreseeable future as it advances product candidates through all stages of development and clinical trials and, ultimately, seek regulatory approval. As such, the CODM uses cash forecast models in deciding how to invest into the segment. Such cash forecast models are reviewed to assess the entity-wide operating results and performance. Net loss is used to monitor budget versus actual results. Monitoring budgeted versus actual results is used in assessing performance of the segment and in establishing management’s compensation, along with cash forecast models.
The table below summarizes the significant expense categories regularly reviewed by the CODM for the years ended December 31, 2024, and 2023.
Year ended
December 31,
Year ended
December 31,
Research and Development Programs:
MET-097i
MET-233i
Oral peptide platform
Next-generation combinations with GLP-1 RA + amylin agonism
Development and discovery infrastructure
Personnel
Stock-based compensation
Professional fees and other
Acquired in-process research and development
Change in fair value of contingent consideration
Interest income
Other (income) expense, net (a)
Loss before income taxes
Income tax benefit
Segment net loss
Reconciliation of profit or loss:
Adjustments and reconciling items
Consolidated net loss
(a) Includes the change in fair value of convertible promissory note, interest expense and foreign exchange gain (loss).
Foreign currency translation
The Company’s consolidated financial statements are presented in U.S. dollars, the reporting currency of the Company. The functional currency of the Company’s subsidiary in the United Kingdom (U.K.) is the British Pound. Expenses have been translated into U.S. dollars at average exchange rates prevailing during the period. Assets and liabilities have been translated at the rates of exchange on the balance sheets dates and equity accounts at their historic rates. The net effect of these translation adjustments is shown as a component of accumulated other comprehensive income (loss).
Fair value of financial instruments
Management believes that the carrying amounts of the Company’s cash equivalents and accounts payable, approximate fair value due to the short-term nature of those instruments. The Company’s contingent consideration is recorded at its estimated fair value.
Concentration of credit risk
Financial instruments that subject the Company to significant concentrations of credit risk consist primarily of cash and cash equivalents. The Company deposits cash and cash equivalents with high credit quality financial institutions in the United States. These deposits are held in checking and money market accounts and may, from time to time, exceed the federally insured amounts. The Company has not experienced any losses in such accounts. The Company believes it is not exposed to any significant risk in its cash and cash equivalents. The primary objectives of the Company’s investment portfolio are the preservation of capital and maintenance of liquidity.
The Company is subject to risks common to companies in the biotechnology industry, including, but not limited to, risks related to the successful development and commercialization of product candidates, fluctuations in operating results and financial risks, the ability to successfully raise additional funds when needed, protection of proprietary rights and patent risks, patent litigation, compliance with government regulations, dependence on key personnel and collaboration partners, and competition from competing products in the marketplace.
Cash and cash equivalents
The Company considers all highly-liquid investments purchased with original maturities of three months or less from the purchase date to be cash equivalents. Cash equivalents consist primarily of amounts invested in money market accounts and certificates of deposit.
Property and equipment
The Company records property and equipment at cost less accumulated depreciation and amortization. Costs of renewals and improvements that extend the useful lives of the assets are capitalized. Maintenance and repairs are expensed as incurred. Depreciation is recognized on a straight-line basis over the estimated useful lives of the assets, which range from three to five years . Upon retirement or disposition of assets, the costs and related accumulated depreciation and amortization are removed from the accounts with the resulting gains or losses, if any, reflected in results of operations. As of December 31, 2024 and 2023 , property and equipment consisted of computer equipment and furniture and fixtures.
Goodwill and intangible assets
Goodwill represents the excess of the purchase price over the net amount of identifiable assets acquired and liabilities assumed in a business combination measured at fair value. The Company determined that it has a single reporting unit. Goodwill is not amortized but is tested for impairment at least annually. The Company reviews goodwill for impairment annually in the fourth quarter and whenever events or changes in circumstances indicate that the fair value of a reporting unit may be less than its carrying amount (a triggering event). The Company first assesses qualitative factors to determine whether it is more likely than not that the fair value of its reporting unit is less than its carrying amount as a basis for determining whether it is necessary to perform a quantitative goodwill impairment test. The more likely than not threshold is defined as having a likelihood of more than 50 percent. If, after assessing the totality of events or circumstances, the Company determines that it is not more likely than not that the fair value of a reporting unit is less than its carrying amount, then performing the quantitative goodwill impairment test is unnecessary and goodwill is considered to be unimpaired. However, if based on the qualitative assessment the Company concludes that it is more likely than not that the fair value of a reporting unit is less than its carrying amount, the Company will proceed with performing the quantitative goodwill test. In performing the quantitative goodwill test, the Company determines the fair value of its reporting unit and compares it to its carrying value. If the fair value of the reporting unit exceeds the carrying value of the net assets assigned to that unit, goodwill is not . If the carrying value of the reporting unit exceeds its fair value, the Company records an equal to the difference, but is limited to the total amount of goodwill. The goodwill balance decreased, subsequent to the acquisition date as a result of foreign currency translation adjustments. The Company did no t recognize any charges during the years ended December 31, 2024 and 2023 (see Note 4).
Indefinite-lived intangibles are carried at the initially recorded fair value less any recognized impairment. Indefinite-lived intangibles are tested at least annually for impairment. Impairment assessments are conducted more frequently if certain conditions exist, including a change in the competitive landscape, any internal decisions to pursue new or different technology strategies, or a significant change in the marketplace, including changes in the size of the market for the Company’s products. The Company first assesses qualitative factors to determine whether it is more likely than not that the fair value of its indefinite-lived intangibles are less than their carrying amount as a basis for determining whether it is necessary to perform a quantitative indefinite-lived intangibles impairment test. The more likely than not threshold is defined as having a likelihood of more than 50 percent. If, after assessing the totality of events or circumstances, the Company determines that it is not more likely than not that the fair value of indefinite-lived intangibles are less than their carrying amount, then performing the quantitative indefinite-lived intangibles impairment test is unnecessary and indefinite-lived intangibles are considered to be unimpaired. However, if based on the qualitative assessment the Company concludes that it is more likely than not that the fair value of indefinite-lived intangibles are less than their carrying amount, the Company will proceed with performing the quantitative indefinite-lived intangibles test. In performing the test, the Company estimates the fair value of the indefinite-lived intangible asset and compares it to the carrying value. If the carrying value exceeds the estimated fair value, the Company records an for the difference. The Company did no t recognize any charges during the years ended December 31, 2024 and 2023 (see Note 4).
Deferred financing costs
The Company capitalizes costs that are directly associated with in-process debt and equity financings until such financings are consummated, at which time such costs are recorded against the gross proceeds from the applicable financing. Deferred financing costs are expensed in the event the related financing is abandoned. During the year ended December, 31, 2023 , the Company incurred $ 0.2 million in financing costs associated with the sale of its redeemable convertible preferred stock that was recorded against the related proceeds. During the year ended December, 31, 2024 , the Company incurred $ 3.0 million in financing costs associated with its IPO that will recorded against the related proceeds of the IPO in 2025.
Convertible promissory note
The Company evaluated the convertible promissory note and determined that it included embedded derivatives that would otherwise require bifurcation as derivative liabilities. Neither the note nor any embedded features were required to be classified as equity. Therefore, the hybrid financial instrument comprised of the debt host and the embedded derivative liability were accounted for under the fair value option. As the Company has elected to account for the note under the fair value option, debt issuance costs were immediately expensed. The note was converted into the Company’s Series Seed redeemable convertible preferred stock (Series Seed) during the year ended December 31, 2023 .
Asset acquisitions
Acquisitions of assets or a group of assets that do not meet the definition of a business are accounted for as asset acquisitions, with a cost accumulation model used to determine the cost of the acquisition. Direct transaction costs are recognized as part of the cost of an acquisition of assets. Intangible assets that are acquired in an asset acquisition for use in research and development activities that have an alternative future use are capitalized as in-process research and development ("IPR&D"). Acquired IPR&D that has no alternative future use is expensed immediately as a component of in-process research and development expense in the consolidated statements of operations and comprehensive loss.
In addition to upfront consideration, acquisitions of assets may also include contingent consideration payments to be made for future milestone events or royalties on net sales of future products. The Company assesses whether such contingent consideration is subject to liability classification and fair value measurement or meets the definition of a derivative. Contingent consideration payments in an acquisition of assets not required to be accounted for as a liability at fair value are recognized when the contingency is resolved and the consideration is paid or becomes payable. Contingent consideration payments made prior to regulatory approval are expensed as incurred. During the years ended December 31, 2024 and 2023 , the Company recognized IPR&D expense of $ 0.1 million and $ 10.2 million, respectively, in connection with the upfront payments for the licenses acquired from D&D Pharmatech (see Note 8).
Leases
The Company determines if an arrangement is or contains a lease at inception by assessing whether it conveys the right to control the use of an identified asset in exchange for consideration. If a lease is identified, classification is determined at lease commencement. To date, all of the Company’s leases have been determined to be operating leases. Operating lease liabilities are recognized at the present value of the future lease payments at the lease commencement date. The Company’s leases do not provide an implicit interest rate and therefore the Company estimates its incremental borrowing rate to discount lease payments. The incremental borrowing rate reflects the estimated interest rate that the Company would have to pay to borrow on a collateralized basis, an amount equal to the lease payments in a similar economic environment over a similar term. Operating lease right-of-use ("ROU") assets are determined based on the corresponding lease liability adjusted for any lease payments made at or before commencement, initial direct costs, and lease incentives. The operating lease ROU asset also includes impairment charges if the Company determines the ROU asset is impaired. The Company considers a lease term to be the noncancelable period that it has the right to use the underlying asset, including any periods where it is reasonably assured the Company will exercise the option to extend the contract. Periods covered by an option to extend are included in the lease term if the lessor controls the exercise of that option. Operating lease expenses are recognized, and the ROU assets are amortized on a straight-line basis over the lease term. The Company has elected to not separate lease and non-lease components for its leased assets and accounts for all lease and non-lease components of its agreements as a single lease component. Leases with an initial lease term of 12 months or less are not recorded on the balance sheet. The Company has elected not to recognize on the consolidated balance sheets leases with terms of one year or less.
Research and development expenses
Research and development costs are expensed as incurred and consist primarily of consideration transferred to third parties for the provision of services for product candidate development, preclinical and clinical development and related supply and manufacturing costs, regulatory compliance costs, and personnel and stock-based compensation expenses. At the end of the reporting period, the Company compares consideration transferred to third-party service providers to the estimated progress toward completion of the research or development objectives. Such estimates are subject to change as additional information becomes available. Depending on the timing of consideration transferred to the service providers and the progress that the Company estimates has been made as a result of the service provided, the Company may record a net prepaid or accrued expense relating to these costs.
Payments made to third parties who perform research and development services on the Company’s behalf are expensed as services are rendered. Costs incurred in obtaining technology licenses, which include upfront cash payments, common stock issuances and liabilities for costs to perform certain research activities on behalf of the licensor that are deemed probable and estimable, are immediately recognized as acquired in-process research and development expense provided that the technology licensed has not reached technological feasibility and has no alternative future use.
Stock-based compensation
The Company measures employee and nonemployee stock-based awards at their grant-date fair value and records compensation expense on a straight-line basis over the vesting period of the awards. The Company accounts for forfeitures in the period in which they occur.
Estimating the fair value of stock-based awards requires the input of subjective assumptions, including the estimated fair value of the Company’s common stock, and, for stock options, the expected life of the options and stock price volatility. The Company uses the Black-Scholes option pricing model to value its stock option awards. The assumptions used in estimating the fair value of stock-based awards represent management’s estimate and involve inherent uncertainties and the application of management’s judgment.
As the Company’s common stock was not publicly traded through December 31, 2024, its board of directors periodically estimated the fair value of the Company’s common stock considering, among other things, contemporaneous valuations of its common stock prepared by an unrelated third-party valuation firm in accordance with the guidance provided by the American Institute of Certified Public Accountants 2013 Practice Aid, Valuation of Privately-Held-Company Equity Securities Issued as Compensation . The expected term of the stock options was estimated using the “simplified method” as the Company has insufficient historical information from which to develop reasonable expectations about future exercise patterns and post-vesting employment termination behavior for its stock option grants. The simplified method is the midpoint between the vesting period and the contractual term of the option. For stock price volatility, the Company used comparable public companies as a basis for its expected volatility to calculate the fair value of option grants. The risk-free rate is based on the U.S. Treasury yield curve commensurate with the expected term of the option. The dividend rate is zero as the Company has not declared, nor plans in the future to declare, dividends.
Patent costs
All patent-related costs incurred in connection with filing and prosecuting patent applications are expensed as incurred due to the uncertainty about the recovery of the expenditure. Amounts incurred are classified as general and administrative expenses in the accompanying consolidated statements of operations and comprehensive loss.
Income taxes
Income taxes are accounted for under the asset and liability method. The Company recognizes deferred tax assets and liabilities for temporary differences between the financial reporting basis and the tax basis of the Company’s assets and liabilities, and the expected benefits of net operating losses and income tax credit carryforwards. The impact of changes in tax rates and laws on deferred taxes, if any, applied during the period in which temporary differences are expected to be settled, is reflected in the Company’s consolidated financial statements in the period of enactment. The measurement of deferred tax assets is reduced, if necessary, if, based on weight of the evidence, it is more likely than not that some, or all, of the deferred tax assets will not be realized.
As of December 31, 2024 and 2023 , the Company has concluded that a full valuation allowance was necessary for substantially all of its U.S. net deferred tax assets. As of December 31, 2024, the Company has concluded that a partial valuation allowance was necessary for its U.K. net deferred tax assets due to the indefinite-lived IPR&D in the U.K. The Company had no material uncertain tax positions, interest, or penalties in the accompanying consolidated financial statements. Although there are no unrecognized income tax positions, when applicable, the Company’s policy is to report interest and penalties related to unrecognized income tax positions as a component of income tax expense.
Comprehensive loss
Comprehensive loss includes net loss as well as other changes in stockholders’ deficit that result from transactions and economic events other than those with shareholders.
Recently issued accounting pronouncements
In November 2023, the FASB issued ASU No. 2023-07, Segment Reporting – Improvements to Reportable Segment Disclosures , which provides updates to qualitative and quantitative reportable segment disclosure requirements, including enhanced disclosures about significant segment expenses and increased interim disclosure requirements, among others. ASU No. 2023-07 is effective for fiscal years beginning after December 15, 2023, and interim periods in fiscal years beginning after December 15, 2024. The Company adopted ASU 2023-07 using a retrospective transition method beginning with this annual report. The adoption of this ASU did not have a material impact on the Company’s consolidated financial condition or results of operations, see Note 2 "Basis of Presentation and Significant Accounting Policies - Segment Information".
In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures (ASU 2022-09). ASU No. 2023-09 is intended to improve income tax disclosure requirements by requiring (1) consistent categories and greater disaggregation of information in the rate reconciliation and (2) the disaggregation of income taxes paid by jurisdiction. The guidance makes several other changes to the income tax disclosure requirements. The guidance in ASU 2023-09 will be effective for annual reporting periods in fiscal years beginning after December 15, 2024. The Company is currently evaluating the impact that the adoption of this pronouncement will have on its consolidated financial statements and disclosures.
Net Loss Per Share
Basic net loss per share of common stock is computed by dividing net loss by the weighted-average number of shares of common stock outstanding during each period. The weighted-average number of shares of common stock outstanding used in the basic net loss per share calculation does not include unvested restricted stock awards as these instruments are considered contingently issuable shares until they vest. Diluted net loss per share of common stock includes the effect, if any, from the potential exercise or conversion of securities, such as convertible debt, redeemable convertible preferred stock, restricted stock awards and stock options, which would result in the issuance of incremental shares of common stock. For diluted net loss per share, the weighted-average number of shares of common stock is the same for basic net loss per share due to the fact that when a net loss exists, dilutive securities are not included in the calculation as the impact is anti-dilutive. The Company’s convertible preferred stock and unvested restricted stock entitles the holder to participate in dividends and earnings of the Company, and, if the Company were to recognize net income, it would have to use the two-class method to calculate earnings per share. The two-class method is not applicable during periods with a net , as the holders of the convertible preferred stock and unvested restricted stock have no obligation to fund .
The following potentially dilutive securities have been excluded from the computation of diluted weighted-average shares of common stock outstanding, as they would be anti-dilutive:
December 31,
Redeemable convertible preferred stock
Unvested restricted stock awards
Stock options
Amounts in the above table reflect the common stock equivalents.
3. Fair value measurements
The Company utilizes valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs to the extent possible. The Company determines fair value based on assumptions that market participants would use in pricing an asset or liability in the principal or most advantageous market. When considering market participant assumptions in fair value
measurements, the following fair value hierarchy distinguishes between observable and unobservable inputs, which are categorized in one of the following levels:
Level 1 Inputs: Unadjusted quoted prices in active markets for identical assets or liabilities accessible to the reporting entity at the measurement date.
Level 2 Inputs: Observable inputs other than quoted prices included in Level 1 inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the asset or liability.
Level 3 Inputs: Unobservable inputs for the asset or liability used to measure fair value to the extent that observable inputs are not available, thereby allowing for situations in which there is little, if any, market activity for the asset or liability at the measurement date.
There were no transfers between levels for the years ended December 31, 2024 and 2023. The following table presents the Company’s assets and liabilities that are measured at fair value on a recurring basis (amounts in thousands):
December 31, 2024
Level 1
Level 2
Level 3
Total Fair Value
Assets:
Cash equivalents:
Money Market Funds
Certificate of Deposits
Total Assets
Liabilities:
Contingent consideration - short and long term
Total liabilities
December 31, 2023
Level 1
Level 2
Level 3
Total Fair Value
Assets:
Cash equivalents:
Money Market Funds
Certificate of Deposits
Total Assets
Liabilities:
Contingent consideration - short and long term
Total liabilities
The change in level three liabilities for the years ended December 31, 2024 and 2023 are as follows (amounts in thousands):
Convertible
Promissory
Note
Contingent
Consideration
Total
Balance at December 31, 2022
Additions
Change in fair value
Settlements
Balance at December 31, 2023
Additions
Change in fair value
Settlements
Balance at December 31, 2024
Contingent consideration
Contingent consideration represents future potential milestone and royalty payment obligations in connection with the acquisition of Zihipp (see Note 4). The fair value of the contingent consideration was estimated based on the probability of milestone achievement, and an estimated discount rate, and totaled $ 42.9 million at the time of acquisition. The subsequent change in fair value in contingent consideration during the year ended December 31, 2023 was attributable to the time value and related accretion. The change in fair value in contingent consideration during the year ended December 31, 2024, was primarily attributable to the pursuit of a new product, increase in the probability of success, and time value and related accretion.
The following table includes quantitative information about the significant unobservable inputs for the components of the Company’s contingent consideration liability as of the periods indicated:
December 31,
December 31,
Development Milestone
Probability of achievement
Discount rate
Expected years until payment
Regulatory Milestone
Probability of achievement
Discount rate
Expected years until payment
Commercial Milestone
Probability of achievement
Discount rate
Expected years until payment
Royalties on Net Sales
Probability of achievement
Discount rate
Expected years until payment
Convertible promissory note
As further described in Note 6, in November 2022, the Company issued an unsecured convertible promissory note to an investor. Due to certain embedded provisions contained in the convertible promissory note that required bifurcation as derivative instruments, the Company elected to carry the convertible promissory note at its estimated fair value at issuance and remeasure the estimated fair value through earnings until settled. The fair value of the convertible promissory note was determined using a scenario-based analysis that estimated the fair value based on the probability-weighted present value of expected future investment returns, considering each of the possible outcomes available to the noteholder, settlement, equity financing, corporate transaction and dissolution scenarios. The Company adjusts the carrying value of the convertible promissory note to its estimated fair value at each reporting date, with qualifying increases or decreases in the fair recorded as change in fair value of convertible promissory note in the consolidated statements of operations and comprehensive loss.
In May 2023, the Company completed a qualified financing to which the principal was settled through the issuance of Series Seed and a cash payment for all outstanding accrued interest.
4. Acquisition of Zihipp Ltd.
On September 22, 2023 (the Closing Date), the Company entered into a share purchase agreement, as amended, with the selling shareholders holding the entire issued share capital of Zihipp, a biopharmaceutical company focused on the development of peptide hormones for use in novel therapeutics for the treatment of diabetes and obesity, pursuant to which the Company acquired 100 % of the outstanding equity interests of Zihipp. Through its exclusive licensing agreement with the Imperial College of London, Zihipp had rights to all patent applications and pre-clinical and clinical data packages for various programs associated with the license at the time of acquisition. In addition, Zihipp also holds a minority interest in SanPlena LLC ("SanPlena") to which it has also out-licensed certain technology (which is independent of the technologies used for the Company’s pipeline and programs) to create a drug-device combination utilizing EOFlow’s smart wearable drug delivery platform and novel gut peptides. The acquisition of Zihipp expanded the Company’s current pipeline of novel therapeutics for diabetes and obesity.
The acquisition involved upfront and deferred cash payments totaling $ 34.3 million and contingent consideration with an estimated fair value of $ 42.9 million at the time of acquisition. Contingent consideration is comprised of future potential development, regulatory, commercial and joint venture ("JV") milestone payments, and royalties on net product sales and out-licensed intellectual property. The Company is obligated to make the following payments: (i) payments on the first achievement of certain development milestones of up to $ 52.5 million, with additional payment(s) of $ 27.5 million upon achieving certain other development milestones, in each case; (ii) payments on the first achievement of certain regulatory milestones of up to $ 30.0 million, plus (a) $ 30.0 million and/or (b) $ 10.0 million upon achieving certain other regulatory milestones, in each case, as applicable, provided that (a) and (b) occur within 15 years from the Closing Date; (iii) commercial milestone payment(s) of $ 5.0 million upon achieving certain commercial milestone events, in each case; and (iv) JV milestone payments of up to $ 35.0 million as a result of certain royalties, milestones, dividends, sales or other interests and irrevocable consideration payments received from SanPlena.
In addition, the former Zihipp shareholders are entitled to low-single digit royalties on net product sales and low-single to mid-teen digit payment of net receipts on non-royalty license income at certain milestone events for out-licensed intellectual property. The royalty term shall terminate on a Licensed Product-by-Licensed Product and country-by-country basis on the latest of (i) the 10-year anniversary of the first commercial sale of such Licensed Product in such country, (ii) the expiration of any regulatory exclusivity period that covers such Licensed Product in such country, and (iii) the expiration of the last-to-expire licensed patent of the Company or a jointly owned patent that covers such the Licensed Product in such country.
The Company recognized $ 2.7 million of acquisition-related costs during the year ended December 31, 2023, which were expensed as incurred as a component of general and administrative expense in the accompanying condensed consolidated statements of operations and comprehensive loss. During the years ended December 31, 2024 and 2023 , Zihipp incurred a net loss of $ 43.7 million and $ 1.5 million, respectively, which has been included in the consolidated financial statements from the date of acquisition.
The following table summarizes the provisional fair values of the assets acquired and liabilities assumed at the date of the acquisition (amounts in thousands):
Consideration paid:
Cash paid to sellers
Deferred payment
Estimated fair value of contingent consideration
Total consideration paid
Assets acquired:
Cash
Prepaid expenses and other assets
In-process research and development – MET097 + MET233
In-process research and development – MET097 + MET233
+ GLGC
Goodwill
Total assets acquired
Liabilities assumed:
Accounts payable
Accrued expenses and other liabilities
Deferred tax liability
Total liabilities assumed
Net assets acquired
The amounts above represent the Company’s fair value estimates related to the acquisition. The purchase price was allocated to the tangible assets and identifiable intangible assets acquired and liabilities assumed based on their acquisition date estimated fair values. The identifiable intangible assets consist of two IPR&D assets which were assigned aggregate fair values of $ 67.0 million and are indefinite-lived until the programs obtain regulatory approval and begin to be commercialized. The fair value of the MET097 + MET233 asset was estimated using the multi-period excess earnings method, which estimates future cash flows attributable to the technology and applies a probability of success of 13.4 % and a discount rate of 16 %. The fair value of the MET097 + MET233+GLCG asset was estimated using the multi-period excess earnings method, which estimates future cash flows attributable to the technology and applies a probability of success of 7.2 % and a discount rate of 16 %. These nonrecurring fair value measurements are Level 3 measurements within the fair value hierarchy. Purchase accounting has been finalized and no adjustments were made to the amounts originally recorded.
Goodwill represents the excess of the purchase price over the net identifiable tangible and intangible assets acquired. The Company believes the goodwill related to the acquisition was attributable to the expected synergies, value of the assembled workforce as well as the collective experience of the management team with regards to its operations. The goodwill is expected to be tax deductible.
The following table presents unaudited supplemental pro forma information as of the acquisition had occurred on January 1, 2023 (amounts in thousands):
December 31, 2023
Net loss
Basic and diluted loss per share
The pro forma financial information presented above has been prepared by combining the Company’s historical results and the historical results of Zihipp and adjusting those results to reflect the effects of the acquisition as if it occurred on January 1, 2023. These results do not purport to be indicative of the results of operations had the acquisition occurred on the date indicated above, or that may result in the future, and do not reflect potential synergies or additional costs following the acquisition.
5. Balance Sheet Components
Prepaid expenses and other current assets
December 31,
(in thousands)
Prepaid research and development costs
Prepaid expenses
Deferred financing fees
Other current assets
Total prepaid expenses and other current assets
Accrued expenses and other current liabilities
December 31,
(in thousands)
Employee compensation and related benefits
Research and development
Professional services and other general and administrative
Deferred tax credits
Total accrued expenses and other current liabilities
6. Convertible promissory note
In November 2022, the Company issued a convertible promissory note to an investor in exchange for $ 15.0 million in proceeds. The note bore simple interest at 8 % and all principal and interest was due, if not converted prior, on March 31, 2023, which date was subsequently amended to June 30, 2023. Upon completion of a qualified financing event, as defined in the convertible promissory note agreement, the outstanding principal would automatically convert into the same securities issued in the qualified financing event at 75 % of the subscription price. In May 2023, the Company completed a Series Seed raise in which the convertible promissory note automatically converted into 13,333,333 shares of Series Seed. The unpaid accrued interest of $ 0.6 million was settled in cash at the time of conversion.
Due to certain embedded features within the convertible promissory note that were required to be bifurcated as derivatives instruments, the Company elected to account for the convertible promissory note and embedded features under the fair value option to which changes in fair value, inclusive of stated interest, are recorded through the accompanying consolidated statements of operations and comprehensive loss. Immediately prior to the debt converting in May 2023, the Company recognized a $ 5.5 million change in fair value of the convertible promissory note equal to the excess fair value of the Series Seed issued and the cash paid for interest over the carrying value of the debt.
7. Commitments and contingencies
Operating Leases
In 2023, the Company entered into commitments under operating leases for certain facilities used in its operations with non-cancelable lease terms of less than twelve months. At December 31, 2023 , the Company maintained security deposits in the amount of $ 44,000 within prepaid expenses and other current assets in the accompanying condensed consolidated balance sheets. Total lease expense for all operating leases in the consolidated statements of operations and comprehensive loss was approximately $ 0.4 million for the year ended December 31, 2023.
In 2024, the Company entered into two separate sublease agreements for approximately 3,000 square feet of office space in New York City, New York. The term of the subleases commenced in the fourth quarter of 2024 and expire in the fourth quarter of 2026. Under the sublease agreements, the Company is not required to pay operating costs, such as common area maintenance, taxes, utilities and insurance.
As of December 31, 2024 , the Company maintains security deposits in the amount of $ 0.1 million within prepaid expenses and other current assets in the accompanying consolidated balance sheets. Total lease expense for all operating leases in the consolidated statements of operations and comprehensive loss was approximately $ 0.7 million for the year ended December 31, 2024.
The maturity of the Company’s operating lease liabilities as of December 31, 2024 were as follows (in thousands):
Undiscounted lease payments:
Total undiscounted lease payments
Less: Imputed interest
Operating lease liabilities
Less: Operating lease liabilities, current portion
Operating lease liabilities, net of current portion
Supplemental information on the Company's operating leases was as follows:
Year Ended December 31,
Cash paid for operating lease agreements (in thousands)
Weighted average remaining lease term (in years)
Weighted-average discount rate
Litigation
Liabilities for loss contingencies arising from claims, assessments, litigation, fines, penalties, and other sources are recorded when it is probable that a liability has been incurred and the amount can be reasonably estimated. There are no matters currently outstanding.
Indemnification
In the ordinary course of business, the Company may provide indemnification of varying scope and terms to vendors, lessors, business partners, and other parties with respect to certain matters including, but not limited to, losses arising out of breach of such agreements or from intellectual property infringement claims made by third parties. In addition, the Company has entered into indemnification agreements with officers and members of the Board that will require the Company, among other things, to indemnify them against certain liabilities that may arise by reason of their status or service as directors or officers. As of December 31, 2024 and 2023 , the Company had no t experienced any losses related to these indemnification obligations, and no claims with respect thereto were outstanding.
Contingent consideration
In connection with the acquisition of Zihipp (see Note 4), the Company is subject to contingent milestone payments and future royalty payments on net product sales. No milestone payments or royalties were made from the date of the Zihipp acquisition through December 31, 2023. During the year ended December 31, 2024, certain development milestones were achieved.
In May 2024, the Company paid $ 6.3 million towards a development milestone and issued a note payable to related parties with a principal balance of $ 5.9 million. The note accrued interest at a rate of 5.25 %. The Company paid off the existing note payable of $ 5.9 million and accrued interest of $ 0.2 million in November 2024.
In October 2024, the Company paid $ 6.3 million towards a development milestone and issued a note payable to related parties with a principal balance of $ 5.9 million. The note accrues interest at a rate of 5.00 % and all principal and interest are due, if not settled prior, in October 2025.
In December 2024, the Company paid $ 2.5 million towards a development milestone and issued a note payable to related parties with a principal balance of $ 2.4 million. The note accrues interest at a rate of 4.75 % and all principal and interest are due, if not settled prior, in December 2025.
8. Licensing agreements
D&D Pharmatech Inc. license and collaboration agreement
In April 2023, the Company entered into a license and collaboration agreement with D&D Pharmatech Inc. ("D&D"), which was subsequently amended in May 2023 and again in March 2024 (the "license agreement"). The Company was granted an exclusive, worldwide, sublicensable license to exploit licensed compounds and products under the licensed technology.
The license agreement also separates the Research Collaboration Agreement with D&D’s affiliate, Neuraly Inc. ("Neuraly"). Under this arrangement, Neuraly is responsible for the preclinical development of certain Licensed Products, while Metsera will manage all other development activities as specified in the Research Plans.
The license agreement involved Metsera paying D&D upfront fees of $ 50,000 and $ 10.0 million during the years ended December 31, 2024 and 2023, respectively. Additionally, D&D is eligible to receive up to $ 123.0 million upon the achievement of various development and regulatory milestones, up to $ 337.5 million in commercial milestones, and low-single to low-double digit royalties on net product sales. Metsera is eligible to receive non-royalty sublicense income and contingent payments are structured as loan notes with twelve months’ interest. In November 2024, certain development milestones were achieved and $ 2.0 million was included in research and development expense and accrued expenses and other current liabilities as of December 31, 2024. No royalty payments were made from the date of the license agreement through December 31, 2024. Metsera expensed $ 7.7 million and $ 3.7 million, respectively, for full-time employee ("FTE") expenses and the cost of reagents and raw materials related to Neuraly during the years ended December 31, 2024 and 2023.
The Company determined that the acquired assets did not meet the definition of a business as substantially all of the fair value of the assets acquired were concentrated in a single asset or group of similar assets and/or the acquired assets were not capable of producing outputs due to the lack of an assembled workforce and early stage of development and thus, the transaction was accounted for as an asset acquisition. The Company evaluated whether the IPR&D asset had an alternative future use and concluded that it did not. For the years ended December 31, 2024 and 2023 , the Company recognized IPR&D expense of $ 0.1 million and $ 10.2 million, respectively, in connection with the upfront payments for the license acquired in the accompanying consolidated statements of operations and comprehensive loss.
Imperial College of Science, Technology and Medicine
In connection with the acquisition of Zihipp in September 2023, the Company acquired an exclusive intellectual property license agreement with the Imperial College of Science, Technology and Medicine ("Imperial"), whereby Imperial granted the Company an exclusive license for the development and commercialization of the licensed products ("Imperial Agreement"). Pursuant to the Imperial Agreement, Imperial is eligible to receive up to £ 20.5 million ($ 26.1 million at an exchange rate of 1.27 on December 31, 2023 ) upon the achievement of certain development and regulatory milestones primarily based on the initiation of clinical trial phases and regulatory approval. In addition, Imperial is eligible to receive royalties on net receipts at a low-single digit royalty percentage and net product sales of the licensed technology at a mid-single digit to mid-teen royalty percentage, on a country-by-country and product-by-product basis. In addition, the Company is obligated to reimburse Imperial for annual patent related costs incurred related to the license. In December 2024, certain development milestones for Imperial were achieved and £ 0.6 million ($ 0.7 million USD) was included in research and development expense and accrued expenses and other current liabilities as of December 31, 2024.
The Imperial Agreement remains in effect for the latest of the date on which all valid claims covering manufacture, sale or use of the products sold are expired, fifteen ( 15 ) years after the date of the first sale of a licensed product or a know-how product to a third-party, twenty ( 20 ) years after the effective date of the Imperial Agreement, the date of expiry or termination of any data access agreement or the date of expiry or termination of any material supply agreement, whichever is later.
Amneal Agreements
On September 30, 2024, the Company executed two contracts (Amneal Agreements) with affiliates of Amneal Pharmaceuticals Inc. (collectively, "Amneal"), including a license agreement and development and supply agreement.
Under the license agreement, Amneal receives an exclusive license to manufacture and commercialize the Company’s drug product candidate ("Product") after its regulatory approval in certain emerging markets in South and Southeast Asia, North Africa, and the Middle East ("Territory"). The Company will receive royalties calculated as a high single-digit percentage of Amneal’s gross profits from Product sales. Amneal can terminate the license agreement for convenience at any time on a country-by-country basis. The license agreement automatically terminates upon the development and supply agreement termination or a material breach by or insolvency of any of the parties.
Under the development and supply agreement, Amneal will initially provide research services related to Product development. The parties intend to concurrently construct a new manufacturing facility in India ("New Facility") that Amneal will own, operate, and control during the construction. The Company is required to finance the construction of the New Facility based on the percentage of the actual costs incurred and subject to an aggregate cap of $ 100.0 million. Under the development and supply agreement, the Company’s contribution to the New Facility construction costs is capped at $ 100.0 million ("Metsera Construction Costs") unless it subsequently changes the initial specifications for the New Facility.
Amneal is expected to be the preferred supplier and distributor of the Product within the Territory.
The development and supply agreement term lasts through the seventh anniversary of the product’s first commercial sale of the Product within the Territory. The development and supply agreement is subject to early termination for material breach by or an insolvency event of any of the parties as well as certain change in control events related to the parties and their affiliates. The Company has a unilateral right to extend the development and supply agreement once by five years .
No payments were made, and no income or expenses were recognized under the Amneal Agreements through December 31, 2024 .
9. Convertible preferred stock and stockholders’ equity
Convertible preferred stock
In May and June 2023, the Company sold an aggregate of 23,266,665 shares of Series Seed at a purchase price of $ 1.50 per share and received $ 34.8 million in net proceeds. The Company issued 13,333,333 shares of its Series Seed upon converting the outstanding principal balance of its promissory note (see Note 6).
In August and October 2023, the Company sold an aggregate of 29,666,664 shares of its Series A at a purchase price of $ 3.00 per share and received $ 88.9 million in net proceeds. Pursuant to the August 2023 Series A Stock Purchase Agreement, the Series A investors may be required to purchase an additional 35,833,330 shares of Series A at the original purchase price of $ 3.00 per share. The future tranche right was triggered in March 2024; as such, the Company sold the additional shares of Series A. The Company determined that the future tranche right to purchase additional shares of Series A was not a freestanding financial instrument as it was not separately exercisable and legally detachable. The future tranche right was evaluated as an embedded derivative and was not bifurcated from the Series A shares.
During March 2024, the Company sold an additional 14,499,999 shares of its Series A preferred stock at a purchase price of $ 3.00 per share and received $ 43.4 million in net proceeds as part of an additional closing. During August 2024, the Company sold 35,833,330 shares of its Series A preferred stock, to existing Series A preferred stock investors, at a purchase price of $ 3.00 per share and received $ 107.5 million in net proceeds in conjunction with a Second Tranche Closing of the Series A preferred stock.
During August 2024, the Company sold 9,696,970 shares of its Series A-1 preferred stock at a purchase price of $ 3.30 per share and received $ 31.9 million in net proceeds.
During November 2024, the Company sold 42,658,718 shares of its Series B preferred stock at a purchase price of $ 5.04 per share and received $ 215.0 million in gross proceeds.
The redeemable convertible preferred stock (Preferred Stock) consisted of the following at December 31, 2024 (amounts in thousands, except share data):
Authorized
Issued and
Outstanding
Carrying
Value
Liquidation
Value
Common Stock
Issuable
Upon
Conversion
Class
Series Seed
Series A
Series A-1
Series B
The following is a summary of the rights, preferences, and terms of the Series Seed and the Series A (collectively, Preferred Stock):
Dividends
The holders of Preferred Stock were entitled to receive, when and if declared by the board of directors, dividends at the rate of 6 % of the applicable original issue price of $ 1.50 per share for each share of Series Seed, $ 3.00 per share for each share of Series A, $ 3.30 per share for each share of Series A-1 and $ 5.04 per share for each share of Series B. No dividends have been declared by the board of directors as of December 31, 2024.
Voting
Prior to our IPO, each holder of Preferred Stock was entitled to a number of votes equal to the number of common shares they can convert to as of the record date. The holders of record of preferred stockholders vote with common stockholders as a single class on an as-converted basis and could elect two (2) directors of the Company (the Preferred Directors). Common stockholders could elect one director.
Liquidation
In the event of a liquidation, dissolution, or winding up of the Company, either voluntary or involuntary, or in the event of a deemed liquidation event, which includes a sale of the Company as defined in the Company’s articles of incorporation, holders of Preferred Stock were entitled to receive, in preference to all other stockholders, the greater of (i) an amount equal to the Preferred Stock original issue price, plus any dividends declared but unpaid, or (ii) such amount per share as would have been payable had all shares of Preferred Stock been converted into common stock. If upon the occurrence of such event, the assets and funds available for distribution were insufficient to pay such holders the full amount to which they are entitled, then the entire assets legally available for distribution were to be distributed ratably among the holders of Preferred Stock in proportion to the full amounts to which they would otherwise be entitled.
Conversion
Each share of Preferred Stock was convertible into common stock at any time at the option of the holder thereof at the conversion price then in effect. The per share conversion price for the Series Seed, Series A, Series A-1 and Series B was $ 1.50 , $ 3.00 , $ 3.30 and $ 5.04 per share, respectively. All shares of Preferred Stock automatically converted into common stock at the conversion price then in effect in connection with the IPO of the Company’s common stock.
Redemption
The Preferred Stock was subject to redemption under certain deemed liquidation events not solely within the control of the Company, as defined, and as such was considered contingently redeemable for accounting purposes and was classified as temporary equity in the Company’s balance sheets.
Common stock
The holders of the common stock are entitled to one vote for each share of common stock held at all meetings of stockholders. Unless required by law, there shall be no cumulative voting. In the event of any voluntary or involuntary liquidation, dissolution or winding up of the Company, after the payment of all preferential amounts required to be paid to the holders of shares of Convertible Preferred Stock, the remaining funds and assets available for distribution to the stockholders of the Company will be distributed among the holders of shares of common stock, pro rata based on the number of shares of common stock held by each such holder.
10. Stock-based compensation
Stock Options
During 2023, the Company adopted the 2023 Stock Equity Incentive Plan (the "2023 Plan"), which provides for the granting of incentive stock options and non-statutory stock options and restricted stock awards. The Company’s employees, officers, independent directors, and other persons are eligible to receive awards under the 2023 Plan. During 2024, the Company amended the 2023 Plan to increase the number of shares of common stock available for issuance to 10,063,739 . As of December 31, 2024 , there were 1,310,670 shares available for future issuance. The Company’s stock options vest based on the terms in each award agreement, generally four years and have a contractual term of ten years .
The amount, terms of grants, and exercisability provisions are determined and set by the Company’s board of directors or compensation committee. The Company measures employee and nonemployee stock-based awards at grant-date fair value and records compensation expense on a straight-line basis over the vesting period of the award.
The Company recorded stock-based compensation expense in the accompanying statements of operations and comprehensive loss as follows (amounts in thousands):
December 31,
Research and development
General and administrative
Total
The following table summarizes the activity for the periods indicated :
Number
shares
Weighted
average
exercise
price
per share
Weighted
average
remaining
contractual
term (years)
Aggregate
Intrinsic Value
(in thousands)
Outstanding at January 1, 2024
Granted
Forfeited
Outstanding at December 31, 2024
Vested and Exercisable at December 31, 2024
The weighted-average grant date fair value of options granted was $ 3.79 and $ 0.19 per share for the years ended December 31, 2024 and 2023, respectively. As of December 31, 2024 , the total unrecognized compensation expense related to unvested stock option awards was $ 25.5 million which the Company expects to recognize over a weighted-average period of approximately 3.3 years.
The grant date fair value of each option grant was estimated using the Black-Scholes option-pricing model using the following weighted-average assumptions:
December 31,
Expected term (in years)
Expected volatility
Risk-free interest rate
Expected dividend yield
Performance-based stock options
The table above includes 40,000 option awards granted to a non-employee in March 2024 where vesting is contingent upon meeting certain performance milestones. Compensation expense for performance-based stock options is only recognized when management determines it is probable that the awards will vest. During the year ended December 31, 2024, no expense was recognized because the performance conditions were not considered probable of achievement.
Restricted Stock
Upon approval by the Board of Directors, certain employees and advisors have purchased restricted shares of common stock. These shares of restricted stock are subject to repurchase rights. Accordingly, the Company has recorded the proceeds from the issuance of restricted stock as a liability in the balance sheets included as a component of accrued expenses or other long-term liabilities based on the scheduled vesting dates. The restricted stock liability is reclassified into stockholders’ (deficit) equity as the restricted stock vests. A summary of the status of and changes in unvested restricted stock for the year ended December 31, 2024 is as follows:
Number
shares
Weighted
Average
Grant Date
Fair Value
Per Share
Unvested Restricted Common Stock as of December 31, 2023
Repurchased
Vested
Unvested Restricted Common Stock as of December 31, 2024
As of December 31, 2024 , unrecognized stock-based compensation expense related to that Company’s unvested restricted stock awards was de minimis.
11. Income taxes
The Company's pre-tax loss for the years ended December 31, 2024 and 2023 were as follows (in thousands):
United States
United Kingdom
Total
The income tax expense (benefit) consisted of the following for the years ended December 31, 2024 and 2023 (in thousands):
Current
Federal
State & Local
Foreign
Deferred Tax Expense
Federal
State & Local
Foreign
Income Tax Benefit
A reconciliation of the statutory U.S. federal income tax rate to the Company’s effective tax rate is as follows:
Federal statutory rate
State taxes
Permanent differences
Stock-based compensation
Change in fair value of contingent consideration
Research credit
Transaction costs
Change in valuation allowance
Foreign rate differential
Effective tax rate
The increase in the effective tax rate of 4.31 % for the year ended December 31, 2024 was primarily due to the change in fair value of contingent consideration not being deductible for tax purposes and indefinite-lived IPR&D in the U.K. being offset with a partial valuation allowance.
Deferred tax assets and liabilities as of December 31, 2024 and December 31, 2023 are related to the following (in thousands):
Intangibles
Accrued expenses
Stock-based compensation
Lease liabilities
Capitalized research & development
Research credit
Net operating loss
Total deferred tax assets
Less valuation allowance
Deferred tax assets, net of valuation allowance
Intangibles
Fixed assets
Right-of-Use assets
Total gross deferred tax liabilities
Net deferred tax liabilities
In assessing the realizability of the net deferred tax assets, the Company considers all relevant positive and negative evidence to determine whether it is more likely than not that some portion of the deferred income tax will not be realized. The realization of the gross deferred tax assets is dependent on several factors, including the generation of sufficient taxable income prior to expiration of
the net operation loss carryforwards. As of December 31, 2024, and 2023, the Company has concluded that a full valuation allowance was necessary for substantially all of its U.S. net deferred tax assets. As of December 31, 2024, the Company has concluded that a partial valuation allowance was necessary for its U.K. net deferred tax assets due to the indefinite-lived IPR&D in the U.K. At December 31, 2024 and 2023 , the Company had recorded a valuation allowance of approximately $ 37.5 million and $ 10.7 million, respectively. The change in the valuation allowance during the years ended December 31, 2024 and 2023 was approximately $ 26.8 million and $ 10.5 million, respectively.
At December 31, 2024, the Company had federal net operating loss ("NOL") carryforwards of approximately $ 31.0 million, state NOL carryforwards of approximately $ 35.0 million and foreign NOL carryforwards of $ 52.8 million. At December 31, 2023, the Company had gross federal NOL carryforwards of approximately $ 13.0 million, state NOL carryforwards of approximately $ 15.2 million and foreign NOL carryforwards of $ 0.4 million. The federal and foreign NOLs will carry forward indefinitely and the state NOL carryforwards will begin to expire in 2042 . Under the provision of Internal Revenue Code Section 382, certain substantial changes in the Company’s ownership may result in a limitation of U.S. net operating loss carryforwards that can be utilized annually to offset future taxable income and taxes payable
Entities are also required to evaluate, measure, recognize and disclose any uncertain income tax provisions taken on their income tax returns. The Company has analyzed its tax positions and has concluded that as of December 31, 2024, there were no significant uncertain positions.
The Company’s U.S. federal and state net operating losses have occurred since its inception in 2022 and as such, tax years subject to potential tax examination could apply from that date because the utilization of net operating losses from prior years opens the relevant year to audit by the IRS and/or state taxing authorities. Interest and penalties, if any, as they relate to income taxes assessed, are included in the income tax provision.
As of December 31, 2024, the Company has asserted that all of the unremitted earnings of its foreign subsidiaries are indefinitely reinvested. It is not practicable to estimate the amount of any additional taxes which may be payable on these undistributed earnings.
12. Related Party Transactions
Due to Validae Health, L.P. and Population Health Partners, L.P.
The Company has a services agreement with Validae Health, L.P., an Affiliate of Population Health Partners, L.P. (Validae Health), which has significant influence over the Company, pursuant to which Validae Health agreed to provide business development, clinical development, commercialization, strategic, administrative and related services to the Company in exchange for (i) the reimbursement of out-of-pocket expenses incurred by Validae Health in connection with the provision of such services, (ii) the reimbursement of allocable overhead costs incurred by Validae Health in connection with the provision of such services, including compensation costs of employees of Validae Health based on the percentage of business time and effort dedicated to the Company, in all cases plus an administrative margin of 10 %, and (iii) prior to October 2024, a monthly administrative fee. The amounts due to Validae Health at December 31, 2024 and 2023 were $ 0.4 million and $ 0.9 million, respectively.
For the year ended December 31, 2024 , the Company recognized $ 4.0 million of general and administrative expense and $ 2.1 million of research and development expense in the accompanying consolidated statements of operations and comprehensive loss. For the year ended December 31, 2023 , the Company recognized $ 6.1 million of general and administrative expense and $ 2.7 million of research and development expense in the accompanying consolidated statements of operations and comprehensive loss.
Due to Zihipp Ltd. Shareholders
The Company has related party balances due to former Zihipp shareholders, entities with common ownership. As of December 31, 2023 , the Company had balances due to the former Zihipp shareholders of $ 0.5 million. These amounts were paid in February 2024 relating to the working capital adjustment from the acquisition of Zihipp on September 22, 2023. As of December 31, 2024 , the Company had a note payable to former Zihipp shareholders with a principal balance of $ 8.3 million and accrued interest of $ 0.1 million.
ARCH Venture Partners
During the year ended December 31, 2024 , the Company received $ 45.0 million upon issuing 15,000,000 shares of its Series A preferred stock and $ 27.0 million upon issuing 5,357,142 shares of its Series B preferred stock to ARCH Venture Partners. During the
year ended December 31, 2023 , the Company received $ 9.9 million upon issuing 6,600,000 shares of its Series Seed preferred stock and $ 45.0 million upon issuing 15,000,000 shares of its Series A preferred stock to ARCH Venture Partners.
In November 2022, the Company entered issued a convertible promissory note to ARCH Venture Partners and received aggregate proceeds of $ 15.0 million (see Note 6). In May 2023, the Company completed a Series Seed raise in which the convertible promissory note automatically converted into 13,333,333 shares of Series Seed. Immediately prior to the debt converting in May 2023, the Company recognized a $ 5.5 million change in fair value of the debt equal to the excess fair value of the Series Seed issued and the cash paid for interest over the carrying value of the debt.
13. Subsequent events
Reverse Stock Split
On January 23, 2025, the Company’s board of directors approved an amendment to the Company’s certificate of incorporation providing for a 2.349723-for-1 reverse stock split of the Company’s issued and outstanding common stock. The reverse stock split became effective on January 27, 2025. The accompanying consolidated financial statements and notes to the consolidated financial statements give retroactive effect to the reverse stock split for all periods presented.
Following the reverse stock split, each share of the Company’s Preferred Stock was convertible on a 2.349723-for-1 basis into common stock. The amendment to the Company’s certificate of incorporation also provided that, in addition to the other existing triggers to automatic conversion, all shares of the Company’s Preferred Stock would automatically convert into shares of common stock at such conversion rate upon the closing of an initial public offering of the Company’s common stock pursuant to the Company’s Registration Statement on Form S-1 (Reg. No. 333-284225).
Initial Public Offering
In February 2025, the Company completed its IPO in which the Company sold 17,569,444 shares of its common stock at a public offering price of $ 18.00 per share. The Company received net proceeds of $ 288.4 million after deducting underwriting discounts, commissions, and other offering expenses paid by the Company. In addition, immediately prior to the closing of the IPO all of the Company's outstanding shares of Preferred Stock converted into an aggregate of 71,904,475 shares of common stock.
It em 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure.
Ernst & Young LLP was appointed by the Company’s Board of Directors as the Company’s independent registered public accounting firm on June 13, 2024. The Company did not have an independent registered public accounting firm prior to such date. The Company did not consult with Ernst & Young LLP during the years ended December 31, 2022 and 2023 and the interim period from January 1, 2024 to June 13, 2024 with respect to the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company’s consolidated financial statements, and neither a written report nor oral advice was provided to the Company that Ernst & Young LLP concluded was an important factor considered by the Company in reaching a decision as to any accounting, auditing or financial reporting issue.
I tem 9A. Controls and Procedures.
Limitations on Effectiveness of Controls and Procedures
In designing and evaluating our disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. In addition, the design of disclosure controls and procedures must reflect the fact that there are resource constraints and that management is required to apply judgment in evaluating the benefits of possible controls and procedures relative to their costs.
Evaluation of Disclosure Controls and Procedures
As of December 31, 2024, management, with the participation and supervision of our Chief Executive Officer and our Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended, or the Exchange Act. Based on that evaluation, our Chief Executive Officer and our Chief Financial Officer have concluded that, as of December 31, 2024, our disclosure controls and procedures were effective at the reasonable assurance level.
Management's Annual Report on Internal Control Over Financial Reporting
This Annual Report on Form 10-K does not include a report of management’s assessment regarding our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) or an attestation report of our independent registered accounting firm due to a transition period established by rules of the SEC for newly public companies. Additionally, our independent registered accounting firm will not be required to opine on the effectiveness of our internal control over financial reporting pursuant to Section 404 until such time as we are no longer an “emerging growth company” as defined in the JOBS Act.
Changes in Internal Control over Financial Reporting
There are no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during the quarter ended December 31, 2024, that have materially affected, or are reasonably likely to materially affect, our internal control financial reporting.
It em 9B. Other Information.
None.
During the three months ended December 31, 2024, no directors or “officers” (as defined in Rule 16a-1(f) under the Exchange Act) of the Company adopted , modified or terminated a “Rule 10b5-1 trading arrangement” and/or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408 of Regulation S-K .
It em 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.
Not applicable.
PART III
Item 10. Directors, Executive Officers and Corporate Governance.
Directors and Executive Officers
The following table sets forth the name, age and position of each of our executive officers and directors as of March 25, 2025:
Name
Age
Position
Executive Officers
Clive A. Meanwell, M.B., Ch.B., M.D.
Executive Chairman of the Board of Directors
Christopher Whitten Bernard
President, Chief Executive Officer and Director
Christopher J. Visioli
Chief Financial Officer and Chief Business Officer
Steven Marso, M.D.
Chief Medical Officer
Brian Hubbard, Ph.D.
Chief Scientific Officer
Directors
Paul L. Berns
Director
Kristina M. Burow
Director
Joshua Pinto, Ph.D.
Director
Executive Officers
Clive A. Meanwell, M.B., Ch.B., M.D. has served as our Executive Chairman of the Board of Directors since September 2024 and as our Founder and a member of our Board of Directors since our inception in June 2022. Dr. Meanwell previously served as our Chief Executive Officer from March 2023 to September 2024. Dr. Meanwell has served as a director of Fractyl Health, Inc., a publicly‑held metabolic therapeutics company since June 2021. Dr. Meanwell is a Co‑Founder of Population Health Partners, L.P., a life sciences investment firm, and, since May 2020 has served as its Chairman and Managing Partner, as well as a managing member of Population Health Partners GP, LLC, its General Partner. Since January 2003, Dr. Meanwell has served as Vice Chairman of BB Biotech AG, a publicly‑held Swiss biotechnology investment company, where he has also served as a director since 2004. Dr. Meanwell founded and served as Executive Chairman, Chief Executive Officer, and Director of The Medicines Company, a biopharmaceutical company focused on cardiovascular and infectious diseases and surgery, from 1997 to December 2018, and as a Director and Chief Innovation Officer from December 2018 to January 2020, prior to its sale to Novartis in January 2020. Prior to his founding of The Medicines Company, Dr. Meanwell was a Partner at MPM Capital, a venture capital firm. Before then, he held leadership roles of increasing scope at Roche worldwide, culminating as Senior Vice President and Director in the pharmaceutical division. Dr. Meanwell began his career in cancer treatment and research. He holds an M.B., Ch.B. and M.D. magna cum laude from the University of Birmingham, United Kingdom. We believe that Dr. Meanwell’s extensive life science, medical product development, regulatory, commercial and experience qualifies him to serve on our Board of Directors.
Christopher Whitten Bernard has served as our President, Chief Executive Officer and a member of our Board of Directors since September 2024. From March 2023 to September 2024, Mr. Bernard served as our Chief Operating Officer. Mr. Bernard is a Co‑Founder of Population Health Partners, L.P., a life sciences investment firm, and, since May 2020 has served as a managing member of Population Health Partners GP, LLC, its General Partner. Mr. Bernard previously served as Vice Chairman and Managing Partner of Population Health Partners, L.P. from May 2020 to September 2024. Mr. Bernard served as Senior Vice President, Commercial Strategy and Business Development of The Medicines Company, a biopharmaceutical company focused on addressing cardiovascular disease, from January 2019 to April 2020. Prior to that, Mr. Bernard served in a variety of roles as a Consultant at McKinsey & Company from 2013 to 2018. Mr. Bernard holds an M.B.A. from the Kellogg School of Management at Northwestern University and a B.A. in Music from Brown University. We believe that Mr. Bernard’s vast biopharmaceutical and leadership experience qualifies him to serve on our Board of Directors.
Christopher J. Visioli has served as our Chief Financial Officer since October 2024 and Chief Business Officer since August 2023. Since September 2020, Mr. Visioli has also served as Partner of Population Health Partners, L.P., a life sciences investment firm. Prior to that, Mr. Visioli held a number of leadership roles at The Medicines Company from June 2003 to May 2020, most recently as its Chief Financial Officer. Prior to that, Mr. Visioli was a management consultant at Ernst & Young. Mr. Visioli holds an M.B.A. from Columbia Business School and a B.S. in Electrical Engineering from Cornell University.
Brian Hubbard, Ph.D. has served as our Chief Scientific Officer since May 2023. Prior to joining us, Dr. Hubbard served as Chief Executive Officer of Anji Pharmaceuticals, a clinical‑stage biotechnology company, from February 2018 to April 2024. Prior to that, Dr. Hubbard served as Chief Executive Officer of Dogma Therapeutics, a discovery stage biotechnology company, from
September 2015 to November 2021. Dr. Hubbard holds a Ph.D. in Chemistry from the University of Illinois and a B.S. in Chemistry from William & Mary.
Steven Marso, M.D. has served as our Chief Medical Officer since May 2023. Prior to joining us, Dr. Marso served as Medical Director of Cardiovascular Services of Hospital Corporation of America, a large health care provider, from 2016 to 2023, where he led all cardiovascular‑related efforts across the Mid America division. Prior to that, Dr. Marso served as Director of Interventional Cardiology/Professor of Medicine of University of Texas SW Medical Center, a hospital/educational center, from 2014 to 2016. Dr. Marso holds an M.D. from the University of Kansas and a Bachelor in Cellular Biology from University of Kansas.
Non‑Employee Directors
Paul L. Berns has served as a member of our Board of Directors since May 2023. Mr. Berns has served as a managing director of ARCH Venture Partners, a venture capital firm focused on early‑stage technology companies, since 2021 and previously held various roles at ARCH from 2018 to 2021. Mr. Berns was the founder and served as chief executive officer and chairman of the board of directors of Neumora Therapeutics, a publicly‑traded clinical‑stage biopharmaceutical company, from 2020 to 2023. Mr. Berns has served as a director of Unity Biotechnology, Inc., a publicly‑traded biotechnology company, since March 2018. He also served as a director of EQRx, Inc., a biopharmaceutical company, from January 2020 up to its acquisition by Revolution Medicines, Inc. in 2023, Jazz Pharmaceuticals plc, a publicly‑traded pharmaceutical company, from 2010 to July 2021, and Vyne Therapeutics Inc., a publicly‑traded clinical‑stage biopharmaceutical company, from November 2017 to March 2020. Mr. Berns holds a B.S. in Economics from the University of Wisconsin. We believe that Mr. Berns’ financial expertise and experience in the industry qualify him to serve on our Board of Directors.
Kristina M. Burow has served as a member of our Board of Directors since May 2023. Ms. Burow has served as Managing Director of ARCH Venture Partners, a venture capital firm focused on early‑stage technology companies, since November 2011 and previously held various roles at ARCH from 2002 to 2011. Ms. Burow has served as a Co‑Founder and director of Neumora Therapeutics, a publicly‑traded clinical‑stage biopharmaceutical company, since January 2020. Ms. Burow also has served as a director of Boundless Bio, Inc., a publicly‑traded clinical‑stage oncology company, since February 2018, and Scholar Rock Holding Corporation, a publicly‑traded biopharmaceutical company, since August 2014. Ms. Burow currently serves on the boards of directors of various private biotechnology and biopharmaceutical companies, including Orbital Therapeutics, Mirador Therapeutics, Treeline Biosciences, Autobahn Therapeutics, and Magnet Therapeutics among others. She previously was a co‑founder and member of the board of directors of Receptos, a public biotechnology company, acquired by Celgene. Ms. Burow previously served on the board of directors of various public biotechnology and biopharmaceutical companies, including Beam Therapeutics, Gossamer Bio, UNITY Biotechnology, Vir Biotechnology Inc., among others and various private biotechnology and biopharmaceutical companies, including Vividion Therapeutics, Inc. until its acquisition by Bayer. Prior to joining ARCH, Ms. Burow was an Associate with the Novartis BioVenture Fund and an early employee at the Genomics Institute of the Novartis Research Foundation, both part of Novartis, a public pharmaceutical company. Ms. Burow holds a B.S. in Chemistry from the University of California, Berkeley, an M.A. in Chemistry from Columbia University and an M.B.A. from the University of Chicago Booth School of Business. We believe Ms. Burow is qualified to serve on our Board of Directors because of her extensive experience investing and serving on the board of companies in the biopharmaceutical and biotechnology companies.
Joshua Pinto, Ph.D. has served as a member of our Board of Directors since September 2024. Dr. Pinto has served as chief financial officer of Neumora Therapeutics since June 2021. Prior to Neumora, Dr. Pinto held roles of increasing responsibility at Credit Suisse, a public financial services company, from April 2015 to June 2021, most recently serving as director of healthcare investment banking from January 2019 to June 2021, where he focused on the life sciences sector and was responsible for advising biotech companies on mergers, acquisitions, restructurings, activism and financing. Dr. Pinto worked for Piper Jaffray, a financial services company, as an associate in healthcare banking from 2014 to 2015. Before that, he worked in global external R&D at Eli Lilly, a public pharmaceutical company, from 2013 to 2014. Dr. Pinto holds a B.S. in Business Administration and Biochemistry from Centenary College of Louisiana, an M.B.A. in Finance from McMaster University and a Ph.D. in Neuroscience from McMaster University. We believe that Dr. Pinto’s experience in the industry qualify him to serve on our Board of Directors.
Family Relationships
There are no family relationships among any of our directors or executive officers.
Board Committees
Our Board of Directors has three standing committees—Audit, Compensation and Nominating and Corporate Governance—each of which operates under a charter approved by our Board of Directors. Each committee’s charter is available under the Corporate
Governance section of our website at www.metsera.com . The reference to our website address does not constitute incorporation by reference of the information contained at or available through our website.
Audit Committee
The Audit Committee’s responsibilities include, among other things:
appointing, approving the compensation of, and assessing the independence of our independent registered public accounting firm;
overseeing the work of our independent registered public accounting firm, including through the receipt and consideration of reports from such firm;
reviewing and discussing with management and the independent registered public accounting firm our annual and quarterly financial statements and related disclosures;
coordinating our Board of Directors’ oversight of our internal control over financial reporting, disclosure controls and procedures and Code of Business Conduct and Ethics;
discussing our risk management policies;
meeting independently with our internal auditing staff, if any, registered public accounting firm and management;
reviewing and approving or ratifying any related person transactions; and
preparing the Audit Committee report required by Securities Exchange Commission (“SEC”) rules.
The members of our Audit Committee are Mr. Pinto, Ms. Burow and Mr. Berns. Mr. Pinto serves as the chairperson of the committee. All members of our Audit Committee meet the requirements for financial literacy under the applicable listing rules of Nasdaq (the “Nasdaq rules”). Our Board of Directors has determined that Mr. Pinto is an “audit committee financial expert” as defined by applicable SEC rules and has the requisite financial sophistication as defined under the applicable Nasdaq rules. Our Board of Directors has determined that Mr. Pinto meets the independence requirements of Rule 10A‑3 under the Exchange Act and the applicable Nasdaq rules. We are relying on the phase‑in exemption provided under Rule 10A‑3 of the Exchange Act and the Nasdaq listing rules with respect to the composition of our Audit Committee. Each of Ms. Burow and Mr. Berns falls outside of the safe harbor provisions of Rule 10A‑3(e)(1)(ii) under the Exchange Act, however serves on our Audit Committee in accordance with the phase‑in exemption referenced above. Further, in accordance with the phase‑in exemption, a majority of the members of our Audit Committee will satisfy the independence standards under the Exchange Act and the Nasdaq listing rules within 90 days of January 30, 2025 and all members of our Audit Committee will satisfy the independence standards under the Exchange Act and the Nasdaq listing rules within one year from January 30, 2025.
Compensation Committee
The Compensation Committee’s responsibilities include
reviewing and approving, or recommending for approval by the Board of Directors, the compensation of our Chief Executive Officer and our other executive officers;
overseeing and administering our incentive compensation and equity incentive plans;
reviewing and making recommendations to our Board of Directors with respect to director compensation;
reviewing and discussing annually with management our “Compensation Discussion and Analysis,” to the extent required; and
preparing the annual Compensation Committee report required by SEC rules, to the extent required.
The members of our Compensation Committee are Ms. Burow, Mr. Berns and Mr. Pinto. Ms. Burow serves as the chairperson of the committee. Our Board of Directors has determined that each of Ms. Burow, Mr. Berns and Mr. Pinto is independent under the applicable Nasdaq rules, including the Nasdaq rules specific to membership on the Compensation Committee, and is a “non‑employee director” as defined in Rule 16b‑3 promulgated under the Exchange Act.
Nominating and Corporate Governance Committee
The Nominating and Corporate Governance Committee’s responsibilities include, among other things:
identifying individuals qualified to become members of our Board of Directors;
recommending to our Board of Directors the persons to be nominated for election as directors and to each board committee;
developing and recommending to our Board of Directors corporate governance guidelines, and reviewing and recommending to our Board of Directors proposed changes to our corporate governance guidelines from time to time; and
overseeing a periodic evaluation of our Board of Directors.
The members of our Nominating and Corporate Governance Committee are Mr. Meanwell, Mr. Berns and Ms. Burow. Mr. Meanwell serves as the chairperson of the committee. Our Board of Directors has determined that Mr. Berns and Ms. Burow are independent under the applicable Nasdaq rules and the SEC rules and regulations. We are relying on the initial public offering phase‑in exemption provided under the Nasdaq listing rules with respect to the composition of our Nominating and Corporate Governance Committee. All members of our Nominating and Corporate Governance Committee will satisfy the independence standards under the Nasdaq listing rules within one year from January 30, 2025.
Code of Ethics and Code of Conduct
We have adopted a Code of Business Conduct and Ethics that applies to all of our directors, officers and employees, including our principal executive officer, principal financial officer and principal accounting officer. A current copy of the Code of Business Conduct and Ethics is posted on the Corporate Governance section of our Investors website, which is located at investors.metsera.com .
We intend to satisfy the disclosure requirement under applicable SEC or Nasdaq rules regarding an amendment to, or waiver from, a provision of this Code of Business Conduct and Ethics by posting such information on our website, at the address and location specified above.
Insider Trading Compliance Policy
We have adopted an Insider Trading Compliance Policy that governs the purchase, sale and/or other dispositions of our securities by directors, officers, and employees, together with any legal entities controlled by such individuals and any other person designated by the Company. We believe our Insider Trading Compliance Policy is reasonably designed to promote compliance with insider trading laws, rules and regulations, and any applicable Nasdaq rules.
Stockholder Recommendations for Director Candidates
Stockholders may recommend individuals to the Nominating and Corporate Governance Committee for consideration as potential director candidates by submitting the names of the recommended individuals, together with appropriate biographical information and background materials, to the Nominating and Corporate Governance Committee, c/o Secretary, Metsera, Inc., 3 World Trade Center, 175 Greenwich Street, New York, NY 10007. In the event there is a vacancy, and assuming that appropriate biographical and background materials have been provided on a timely basis, the Nominating and Corporate Governance Committee will evaluate stockholder recommended candidates by following substantially the same process, and applying substantially the same criteria, as it follows for candidates submitted by others.
Item 11. E xecutive Compensation.
This section discusses the material components of the executive compensation program for our executive officers who are named in the “2024 Summary Compensation Table” below. In 2024, our “named executive officers” and their positions were as follows:
Christopher Whitten Bernard, our President and Chief Executive Officer;
Clive A. Meanwell, M.B., Ch.B., M.D., our Executive Chairman and former Chief Executive Officer;
Christopher Visioli, our Chief Business Officer and Chief Financial Officer;
Brian Hubbard, Ph.D., our Chief Scientific Officer; and
Gbola Amusa, M.D., our former Chief Financial Officer and current Executive Vice President, Strategic Finance and Investor Relations.
Dr. Meanwell served as our Chief Executive Officer through September 27, 2024, when Mr. Bernard was appointed as our President and Chief Executive Officer and Dr. Meanwell became our Executive Chairman. Mr. Visioli previously served as our Chief Business Officer and became our Chief Financial Officer on October 28, 2024, when Dr. Amusa assumed the role of Executive Vice President, Strategic Finance and Investor Relations.
2024 Summary Compensation Table
The following table sets forth information concerning the compensation of our named executive officers for the year ended December 31, 2024.
Name and Principal Position
Year
Salary
Bonus
Option
Awards
All Other
Compensation
Total
Christopher Whitten Bernard (3)
President and Chief Executive Officer
Clive A. Meanwell, M.B., Ch.B., M.D. (4)
Executive Chairman and former Chief Executive
Officer
Christopher Visioli (5)
Chief Financial Officer, Chief Business Officer
Brian Hubbard, Ph.D.
Chief Scientific Officer
Gbola Amusa, M.D. (6)
Former Chief Financial Officer
The amounts reported represent discretionary annual cash bonuses, which were approved by the Board of Directors in March 2025 at 100% of each individual’s target bonus based on the Company’s performance for 2024.
The amounts reported represent the aggregate grant date fair value of the stock options granted during 2024, calculated in accordance with ASC Topic 718.
Mr. Bernard served as our Chief Operating Officer through September 27, 2024 when he was promoted to President and Chief Executive Officer.
Dr. Meanwell served as our Chief Executive Officer through September 27, 2024 as part of the services provided by Validae Health, L.P. and, on and after September 27, 2024, as our Executive Chairman. While Dr. Meanwell commenced services as our Executive Chairman on September 27, 2024, his employment with the Company commenced on October 1, 2024. For more information, see Part III, Item 13 “Certain Relationships and Related Transactions, and Director Independence.”
Mr. Visioli served as our Chief Business Officer as part of the services provided by Validae Health, L.P. through September 27, 2024, commenced employment as our Chief Business Officer on September 27, 2024 and has served as our Chief Business Officer and Chief Financial Officer since October 28, 2024. For more information, see Part III, Item 13 “Certain Relationships and Related Transactions, and Director Independence.”
Dr. Amusa commenced employment with us as our Chief Financial Officer on February 26, 2024 and transitioned to our Executive Vice President, Strategic Finance and Investor Relations on October 28, 2024.
Narrative to Summary Compensation Table
2024 salaries
The named executive officers receive a base salary to provide a fixed component of compensation reflecting the executive’s skill set, experience, role and responsibilities. Mr. Bernard’s annual base salary was established at $500,000 when he served as our Chief Operating Officer and was increased to $600,000 on September 27, 2024 when he was promoted to President and Chief Executive Officer. Dr. Meanwell served as our Chief Executive Officer through September 27, 2024 as part of the services provided by Validae Health, L.P., and, from and after September 27, 2024, as our Executive Chairman. While Dr. Meanwell commenced services as our Executive Chairman on September 27, 2024, his employment with the Company commenced on October 1, 2024, when he began to earn a base salary of $400,000. Mr. Visioli served as our Chief Business Officer as part of the services provided by Validae Health, L.P. through September 27, 2024 and commenced employment as our Chief Business Officer on September 27, 2024, when he began to earn a base salary of $475,000, and was promoted to our Chief Business Officer and Chief Financial Officer on October 28, 2024. For more information regarding the services provided by Dr. Meanwell and Mr. Visioli through Validae Health, L.P., see Part III, Item 13 “Certain Relationships and Related Transactions, and Director Independence.” The annual base salary for Dr. Hubbard during 2024 was $400,000 but was increased to $440,000 in December 2024. Dr. Amusa’s annual base salary for 2024 was $450,000.
Our Board of Directors and Compensation Committee may adjust base salaries from time to time in their discretion.
2024 bonuses
We offer our named executive officers the opportunity to earn discretionary cash bonuses to compensate them for individual and company performance as approved by our Board of Directors. Mr. Bernard’s target bonus for 2024 was established at 40% of his annual base salary when he served as our Chief Operating Officer and was increased to 60% of his annual base salary on September 27, 2024 when he was promoted to President and Chief Executive Officer. The 2024 target bonuses for each of Dr. Meanwell, Mr. Visioli, Dr. Hubbard, and Dr. Amusa were 60%, 40%, 45% and 35% of the named executive officer’s annual base salary, respectively.
Our Board of Directors and Compensation Committee may adjust our named executive officer target annual bonuses from time to time in their discretion. In March 2025, the Compensation Committee recommended, and our Board of Directors approved, that bonuses in respect of performance during 2024 be paid to each executive officer at an amount equal to 100% of such officer’s target annual bonus.
Equity compensation
We offer stock options to our employees, including our named executive officers, as the long‑term incentive component of our compensation program. Our stock options generally allow employees to purchase shares of our common stock at a price equal to the fair market value of our common stock on the date of grant, as determined by the Board of Directors. Stock options granted during and after September 2024 typically vest over 4 years, with grants made to continuing service providers vesting in equal monthly installments over the 4‑year period and grants made to newly hired service providers vesting as to 25% of the underlying shares on the first anniversary of the date of grant and in equal monthly installments over the following three years, in each case, subject to the holder continuing to provide services to us. Stock options granted prior to September 2024 typically vest in substantially equal annual installments over 4 years. Stock options granted to our named executive officers will vest in full either (i) upon a change in control (as defined in the 2023 Stock Incentive Plan (the “2023 Plan”)) or (ii) if such officer is terminated without cause or resigns for good reason within one year following a change in control (as such terms are defined in the 2023 Plan). From time to time, our Board of Directors may also construct alternate vesting schedules as it determines are appropriate to motivate particular employees. Typically, stock options we grant to employees are intended to qualify as “incentive stock options” to the extent permitted under the U.S. Internal Revenue Code of 1986, as amended (the “Code”).
In connection with Dr. Amusa’s commencement of employment with us in February 2024 as our Chief Financial Officer, we granted Dr. Amusa an option to purchase 483,035 shares of our common stock for $3.50 per share, which our Board of Directors determined equaled the fair market value of our common stock as of the date of grant. Dr. Amusa’s option vests as to 25% of the shares underlying the option on each of the first four anniversaries of February 26, 2024, subject to continued service to us through the applicable vesting date. Dr. Amusa’s options will vest in full upon a change in control (as defined in the 2023 Plan).
In September 2024, we granted Mr. Bernard and Mr. Visioli an option to purchase 1,702,328 and 255,349 shares of our common stock, respectively, for $4.32 per share, which our Board of Directors determined equaled the fair market value of our common stock as of the date of grant. Each option vests as to 1/48th of the original number of shares underlying the option on each monthly anniversary of September 27, 2024, subject to continued service to us through the applicable vesting date. Each option will vest in full if such officer is terminated without cause or resigns for good reason within one year following a change in control (as such terms are defined in the 2023 Plan).
We granted Mr. Visioli an option to purchase 340,465 shares of our common stock in November 2024 for $8.18 per share, which our Board of Directors determined equaled the fair market value of our common stock as of the date of grant, in connection with his promotion to Chief Financial Officer. Mr. Visioli’s option vests as to 1/48th of the original number of shares underlying the option on each monthly anniversary of October 28, 2024, subject to continued service to us through the applicable vesting date. Each option will vest in full if Mr. Visioli is terminated without cause or resigns for good reason within one year following a change in control (as such terms are defined in the 2023 Plan).
In November 2024, we granted Dr. Meanwell an option to purchase 297,907 shares of our common stock for $8.18 per share, which our Board of Directors determined equaled fair market value as of the date of grant. Dr. Meanwell’s option vests as to 1/48th of the original number of shares underlying the option on each monthly anniversary of September 27, 2024, subject to continued service to us through the applicable vesting date. Dr. Meanwell’s options will vest in full upon a change in control (as defined in the 2023 Plan).
In November 2024, we also granted Dr. Hubbard an option to purchase 106,395 shares of our common stock for $8.18, which our Board of Directors determined equaled fair market value as of the date of grant. Dr. Hubbard’s option vests as to 1/48th of the
original number of shares underlying the option on each monthly anniversary of November 28, 2024, subject to continued service to us through the applicable vesting date. Such options will vest in full if Mr. Hubbard is terminated without cause or resigns for good reason within one year following a change in control (as such terms are defined in the 2023 Plan).
We have adopted a 2025 Incentive Award Plan (the “2025 Plan”), in order to facilitate the grant of cash and equity incentives to directors, employees (including our named executive officers) and consultants of our company and to enable our company to obtain and retain services of these individuals. Following the effective date of the 2025 Plan, we will not make any further grants under the 2023 Plan. However, the 2023 Plan will continue to govern the terms and conditions of the outstanding awards granted under it. For additional information about the 2025 Plan, please see the section titled “Incentive Compensation Plans” below.
Other elements of compensation
Employee benefits and perquisites
All of our full‑time employees, including our named executive officers, are eligible to participate in our employee benefit plans and programs, including medical, dental, and vision benefits, and short‑ and long‑term disability, accidental death and dismemberment, and life insurance, to the same extent as our other full‑time employees, subject to the terms and eligibility requirements of those plans.
Outstanding Equity Awards at 2024 Fiscal Year‑End
The following table summarizes the number of shares of common stock underlying outstanding equity incentive plan awards for each named executive officer as of December 31, 2024.
Option Awards
Name
Vesting
Commencement
Date (1)
Number of
Securities
Underlying
Unexercised
Options (#)
Exercisable
Number of
Securities
Underlying
Unexercised
Options (#)
Unexercisable
Option
Exercise
Price ($)
Option
Expiration
Date
Christopher Whitten Bernard
Clive A. Meanwell, M.B., Ch.B, M.D.
Christopher Visioli
Brian Hubbard, Ph.D.
Gbola Amusa, M.D.
Except as otherwise noted, each option vests and becomes exercisable in substantially equal monthly installments through the fourth anniversary of the vesting commencement date, subject to continued service to us. Stock options granted to our named executive officers in 2024 will vest in full either (i) upon a change in control (as defined in the 2023 Plan) or (ii) if such officer is terminated without cause or resigns for good reason within one year following the change in control (as such terms are defined in the 2023 Plan), as described above under “Narrative to Summary Compensation Table — Equity Compensation.”
Option vests and becomes exercisable as to 25% of the original number of shares subject to the option on each of the first four anniversaries of the vesting commencement date, subject to continued service to us. Each of these options will vest in full upon a change in control (as defined in the 2023 Plan).
Executive Compensation Arrangements
Offer Letters
We have entered into an offer letter with each of our named executive officers in connection with the named executive officer’s commencement of employment with us. Each offer letter establishes an annual base salary, target annual bonus opportunity and eligibility for benefits for the named executive officer and provides for an initial stock option grant. In addition, each offer letter, other than Mr. Meanwell’s, provides for certain severance payments and benefits in connection with qualifying terminations of employment. Each of our named executive officers is eligible to participate in the Metsera, Inc. Severance Plan, which we refer to as the Severance Plan and is described below under the heading “ Severance Plan ”. If a named executive officer elects to participate in the Severance Plan by entering into a participation agreement, then the terms and conditions of the Severance Plan will supersede any provisions pertaining to severance payments or benefits in such named executive officer’s offer letter.
In connection with Mr. Bernard’s promotion to President and Chief Executive Officer, the Company entered into an offer letter with Mr. Bernard providing that if the Company terminates his employment without “cause” or if he resigns for “good reason” (each
as defined in the offer letter), in each case, subject to his execution and nonrevocation of a release of claims in favor of the Company, he will receive severance in an amount equal to 12 months’ annual base salary and payment of the employer‑portion of COBRA premiums during the 12‑month period following the date of such termination of employment. If such qualifying termination of employment occurs during the three‑months prior or 12 months following a “change in control” (as defined in the offer letter), then Mr. Bernard shall receive severance in an amount equal to 18 months’ annual base salary and 150% of his then‑current target annual bonus and payment of the employer‑portion of COBRA premiums during the 18‑month period following the date of such termination of employment.
Dr. Hubbard’s and Dr. Amusa’s offer letters each provide that if the Company terminates his employment without “cause” or if he resigns for “good reason” (each as defined in the offer letter), in each case, subject to his execution and nonrevocation of a release of claims in favor of the Company, he will receive severance in an amount equal to 12 months’ annual base salary.
Mr. Visioli’s offer letter provides that if the Company terminates his employment without “cause” or if he resigns for “good reason” (each as defined in the offer letter), in each case, subject to his execution and nonrevocation of a release of claims in favor of the Company, he will receive severance in an amount equal to 12 months’ annual base salary and payment of the employer‑portion of COBRA premiums during the 12‑month period following the date of such termination of employment. If such qualifying termination of employment occurs during the three‑months prior or 12 months following a “change in control” (as defined in the offer letter), then Mr. Visioli shall receive severance in an amount equal to 12 months’ annual base salary and 100% of his then‑current target annual bonus and payment of the employer‑portion of COBRA premiums during the 12‑month period following the date of such termination of employment.
Severance Plan
In January 2025, we adopted the Severance Plan. Under the Severance Plan, in the event a named executive officer elects to participate in the Severance Plan by entering into a participation agreement, the terms and conditions of the Severance Plan will supersede the severance benefits provided in the named executive officer’s offer letter. Under the Severance Plan, if a named executive officer participant’s employment with us is terminated by us without cause (as defined in the Severance Plan) or by the named executive officer participant for good reason (as defined in the Severance Plan), then, subject to the timely delivery of a general release of claims, the named executive officer participant will be entitled to receive a cash severance payment equal to 12 (or, for Mr. Bernard, 18) months’ base salary, payable in substantially equal installments over the six‑month period following the named executive officer participant’s termination of employment, and up to 12 (or, for Mr. Bernard, 18) months of company‑funded healthcare continuation coverage. In the event such termination of employment occurs within the period commencing three months prior to a change in control (as defined in the Severance Plan) and ending on the first anniversary of the change in control, then, in lieu of the foregoing severance amounts, the named executive officer participant is entitled to receive a lump sum cash payment in an amount equal to the sum of 12 (or, for Mr. Bernard, 18) months of base salary and 100% (or, for Mr. Bernard, 150%) of the named executive officer participant’s target bonus for the year of , up to 12 (or, for Mr. Bernard, 18) months of company‑funded healthcare continuation coverage, and full vesting acceleration of all equity awards (with performance for performance‑based awards determined pursuant to the terms and conditions of the applicable award agreement).
Director Compensation
2024 Director Compensation Table
In 2024, we did not maintain a formalized non‑employee director compensation program, though we provided non‑employee directors ad hoc equity awards in connection with their services on our Board of Directors. Accordingly, on September 27, 2024, we granted Mr. Pinto an option to purchase 148,953 shares of our common stock with an exercise price of $4.32 per share, and on November 12, 2024, we granted Ms. Burow and Mr. Berns an option to purchase 148,953 and 223,430 shares of our common stock, respectively, with an exercise price of $8.18 per share. The options held by Mr. Pinto, Ms. Burow and Mr. Berns vest in equal monthly installments over three years following grant, in each case, subject to the holder’s continued services to us. The vesting of the option held by Mr. Pinto fully accelerates upon certain terminations of service following a change in control, and the options held by Ms. Burow and Mr. Berns will vest in full upon a change in control.
The following table sets forth information regarding compensation earned by or paid to our non‑employee directors during the year ended December 31, 2024. Mr. Bernard, our President and Chief Executive Officer, and Dr. Meanwell, our Executive Chairman, are also directors but do not receive any additional compensation for their service as directors. See “Executive Compensation” for more information regarding the compensation earned by Mr. Bernard and Dr. Meanwell.
Name
Fees Earned or
Paid in Cash
Option Awards
Total
Joshua Pinto, Ph.D.
Kristina M. Burow
Paul L. Berns
The amounts reported represent the aggregate grant date fair value of the stock options granted in 2024, calculated in accordance with ASC Topic 718.
The table below shows the aggregate numbers of shares of our common stock underlying option awards held by each non‑employee director who held an option award as of December 31, 2024.
Name
Options
Outstanding at
Fiscal Year End
Joshua Pinto, Ph.D.
Kristina M. Burow
Paul L. Berns
Following our initial public offering, our non‑employee directors are compensated in accordance with our non‑employee director compensation program (the “Director Compensation Program”). Pursuant to the Director Compensation Program, our non‑employee directors receive cash compensation, paid quarterly in arrears, as follows:
Each non‑employee director receives a cash retainer in the amount of $40,000 per year.
Any chair of our Board of Directors receives an additional cash retainer in the amount of $30,000.
Any lead independent director receives an additional cash retainer in the amount of $30,000 per year.
The chairperson of the Audit Committee receives a cash retainer in the amount of $20,000 per year for such chairperson’s service on the Audit Committee. Each non‑chairperson member of the Audit Committee receives a cash retainer in the amount of $10,000 per year for such member’s service on the Audit Committee.
The chairperson of the Compensation Committee receives a cash retainer in the amount of $15,000 per year for such chairperson’s service on the Compensation Committee. Each non‑chairperson member of the Compensation Committee receives a cash retainer in the amount of $7,500 per year for such member’s service on the Compensation Committee.
The chairperson of the Nominating and Corporate Governance Committee receives a cash retainer in the amount of $10,000 per year for such chairperson’s service on the Nominating and Corporate Governance Committee. Each non‑chairperson member of the Nominating and Corporate Governance Committee receives a cash retainer in the amount of $5,000 per year for such member’s service on the Nominating and Corporate Governance Committee.
Each non‑employee director may elect, on an annual basis, to convert all or a portion of such non‑employee director’s annual retainer into a number of restricted stock units granted under the 2025 Plan, which will be fully vested on the date of grant, and, subject to approval of our Board of Directors, settlement of the restricted stock units may be deferred at the election of the non‑employee director.
Under the Director Compensation Program, upon initial appointment or election to the board, each non‑employee director is automatically granted an option (the “Initial Grant”) under the 2025 Plan to purchase that number of shares of our common stock equal to (i) $700,000, divided by (ii) the per share grant date fair value of the option award. An Initial Grant will vest as to 1/36th of the underlying shares on a monthly basis over three years, subject to continued service through the applicable vesting date. In addition, on the date of each annual meeting of our stockholders, each non‑employee director who (i) has been serving on our Board of Directors for at least four months and (ii) will continue to serve as a non‑employee director immediately following such annual meeting will automatically be granted an option (the “Annual Grant”) under the 2025 Plan to purchase that number of shares of our common stock equal to (i) $350,000, divided by (ii) the per share grant date fair value of the option award. The Annual Grant will vest
in full on the earlier of the (i) first anniversary of the grant date, and (ii) immediately prior to the annual meeting of our stockholders following the date of grant, subject to continued service through the applicable vesting date.
Pursuant to the Director Compensation Program, upon a change in control transaction, all outstanding equity awards held by our non‑employee directors will vest in full.
Incentive Compensation Plans
The following summarizes the material terms of the 2025 Plan and the 2025 Employee Stock Purchase Plan, which is the long‑term incentive compensation plans in which our directors and named executive officers are eligible to participate, and the 2023 Plan, under which we have previously made periodic grants of equity and equity‑based awards to our directors and named executive officers.
2025 Incentive Award Plan
The principal purpose of the 2025 Plan is to attract, retain and motivate selected employees, consultants and directors through the granting of stock‑based compensation awards and cash‑based performance bonus awards. The material terms of the 2025 Plan, are summarized below.
Share reserve . Under the 2025 Plan, 10,110,641 shares of our common stock are initially reserved for issuance pursuant to a variety of stock‑based compensation awards, including stock options, stock appreciation rights, or SARs, restricted stock awards, restricted stock unit awards and other stock‑based awards. The number of shares initially reserved for issuance or transfer pursuant to awards under the 2025 Plan will be increased by (i) the number of shares represented by awards outstanding under the 2023 Plan, or 2023 Plan Awards, that become available for issuance under the counting provisions described below following the effective date and (ii) an annual increase on each January 1 beginning in 2026 and ending in 2035, equal to the lesser of (A) 5% of the sum of (1) the number of shares of our common stock and (2) the number of shares of our common stock issuable upon the exercise of warrants to purchase shares of our common stock with an exercise price per share of $0.01 or less, in each case, outstanding (on an as converted basis) on the immediately preceding December 31 and (B) such smaller number of shares of stock as determined by our Board of Directors; provided, however, that no more than 92,000,000 shares of stock may be issued upon the exercise of incentive stock options.
The following counting provisions are in effect for the share reserve under the 2025 Plan:
to the extent that an award (including a 2023 Plan Award) terminates, expires or lapses for any reason or an award is settled in cash without the delivery of shares, any shares subject to the award at such time will be available for future grants under the 2025 Plan;
to the extent shares are tendered or withheld to satisfy the grant, exercise price or tax withholding obligation with respect to any award under the 2025 Plan or 2023 Plan Award, such tendered or withheld shares will be available for future grants under the 2025 Plan;
to the extent shares subject to stock appreciation rights are not issued in connection with the stock settlement of stock appreciation rights on exercise thereof, such shares will be available for future grants under the 2025 Plan;
to the extent that shares of our common stock are repurchased by us prior to vesting so that shares are returned to us, such shares will be available for future grants under the 2025 Plan;
the payment of dividend equivalents in cash in conjunction with any outstanding awards or 2023 Plan Awards will not be counted against the shares available for issuance under the 2025 Plan; and
to the extent permitted by applicable law or any exchange rule, shares issued in assumption of, or in substitution for, any outstanding awards of any entity acquired in any form of combination by us or any of our subsidiaries will not be counted against the shares available for issuance under the 2025 Plan.
In addition, the sum of the grant date fair value of all equity‑based awards and the maximum that may become payable pursuant to all cash‑based awards to any individual for services as a non‑employee director during his or her first year of service may not exceed $1,500,000 and $1,000,000 for any calendar year thereafter.
Administration . The Compensation Committee of our Board of Directors administers the 2025 Plan unless our Board of Directors assumes authority for administration. The Compensation Committee must consist of at least three members of our Board of Directors, each of whom is intended to qualify as a “non‑employee director” for purposes of Rule 16b‑3 under the Exchange Act and
an “independent director” within the meaning of the rules of the applicable stock exchange, or other principal securities market on which shares of our common stock are traded. The 2025 Plan provides that the Board of Directors or Compensation Committee may delegate its authority to grant awards to employees other than executive officers and certain senior executives of the company to a committee consisting of one or more members of our Board of Directors or one or more of our officers, other than awards made to our non‑employee directors, which must be approved by our full Board of Directors.
Subject to the terms and conditions of the 2025 Plan, the administrator has the authority to select the persons to whom awards are to be made, to determine the number of shares to be subject to awards and the terms and conditions of awards, and to make all other determinations and to take all other actions necessary or advisable for the administration of the 2025 Plan. The administrator is also authorized to adopt, amend or rescind rules relating to administration of the 2025 Plan. Our Board of Directors may at any time remove the Compensation Committee as the administrator and revest in itself the authority to administer the 2025 Plan. The full Board of Directors administers the 2025 Plan with respect to awards to non‑employee directors.
Eligibility . Options, SARs, restricted stock and all other stock‑based and cash‑based awards under the 2025 Plan may be granted to individuals who are then our officers, employees or consultants or are the officers, employees or consultants of certain of our subsidiaries. Such awards also may be granted to our directors. Only employees of our company or certain of our subsidiaries may be granted incentive stock options, or ISOs.
Awards . The 2025 Plan provides that the administrator may grant or issue stock options, SARs, restricted stock, restricted stock units, other stock‑ or cash‑based awards and dividend equivalents, or any combination thereof. Each award will be set forth in a separate agreement with the person receiving the award and will indicate the type, terms and conditions of the award.
Nonstatutory Stock Options, or NSOs, provide for the right to purchase shares of our common stock at a specified price which may not be less than fair market value on the date of grant, and usually will become exercisable (at the discretion of the administrator) in one or more installments after the grant date, subject to the participant’s continued employment or service with us and/or subject to the satisfaction of corporate performance targets and individual performance targets established by the administrator. NSOs may be granted for any term specified by the administrator that does not exceed ten years.
Incentive Stock Options, or ISOs, are designed in a manner intended to comply with the provisions of Section 422 of the Code, and are subject to specified restrictions contained in the Code. Among such restrictions, ISOs must have an exercise price of not less than the fair market value of a share of common stock on the date of grant, may only be granted to employees, and must not be exercisable after a period of ten years measured from the date of grant. In the case of an ISO granted to an individual who owns (or is deemed to own) at least 10% of the total combined voting power of all classes of our capital stock, the 2025 Plan provides that the exercise price must be at least 110% of the fair market value of a share of common stock on the date of grant and the ISO must not be exercisable after a period of five years measured from the date of grant.
Restricted stock may be granted to any eligible individual and made subject to such restrictions as may be determined by the administrator. Restricted stock, typically, may be forfeited for no consideration or repurchased by us at the original purchase price if the conditions or restrictions on vesting are not met. In general, restricted stock may not be sold or otherwise transferred until restrictions are removed or expire. Purchasers of restricted stock, unlike recipients of options, will have voting rights and will have the right to receive dividends, if any, prior to the time when the restrictions lapse, however, extraordinary dividends will generally be placed in escrow, and will not be released until restrictions are removed or expire.
Restricted stock units may be awarded to any eligible individual, typically without payment of consideration, but subject to vesting conditions based on continued employment or service or on performance criteria established by the administrator. Like restricted stock, restricted stock units may not be sold, or otherwise transferred or hypothecated, until vesting conditions are removed or expire. Unlike restricted stock, stock underlying restricted stock units will not be issued until the restricted stock units have vested, and recipients of restricted stock units generally will have no voting or dividend rights prior to the time when vesting conditions are satisfied.
SARs may be granted in connection with stock options or other awards, or separately. SARs granted in connection with stock options or other awards typically will provide for payments to the holder based upon increases in the price of our common stock over a set exercise price. The exercise price of any SAR granted under the 2025 Plan must be at least 100% of the fair market value of a share of our common stock on the date of grant. SARs under the 2025 Plan will be settled in cash or shares of our common stock, or in a combination of both, at the election of the administrator.
Other stock or cash based awards are awards of cash, fully vested shares of our common stock and other awards valued wholly or partially by referring to, or otherwise based on, shares of our common stock. Other stock or cash based awards
may be granted to participants and may also be available as a payment form in the settlement of other awards, as standalone payments and as payment in lieu of base salary, bonus, fees or other cash compensation otherwise payable to any individual who is eligible to receive awards. The plan administrator will determine the terms and conditions of other stock or cash based awards, which may include vesting conditions based on continued service, performance and/or other conditions.
Dividend equivalents represent the right to receive the equivalent value of dividends paid on shares of our common stock and may be granted alone or in tandem with awards other than stock options or SARs. Dividend equivalents are credited as of dividend payments dates during the period between a specified date and the date such award terminates or expires, as determined by the plan administrator. In addition, dividend equivalents with respect to shares covered by a performance award will only be paid to the participant at the same time or times and to the same extent that the vesting conditions, if any, are subsequently satisfied and the performance award vests with respect to such shares.
Any award may be granted as a performance award, meaning that the award will be subject to vesting and/or payment based on the attainment of specified performance goals.
Change in control . In the event of a change in control, unless the plan administrator elects to terminate an award in exchange for cash, rights or other property, or cause an award to accelerate in full prior to the change in control, such award will continue in effect or be assumed or substituted by the acquirer, provided that any performance‑based portion of the award will be subject to the terms and conditions of the applicable award agreement. The administrator may also make appropriate adjustments to awards under the 2025 Plan and is authorized to provide for the acceleration, cash‑out, termination, assumption, substitution or conversion of such awards in the event of a change in control or certain other unusual or nonrecurring events or transactions. If a participant experiences a termination of service during the period beginning three months prior to the change in control and ending 12 months after the change in control that is effected by the company without cause or by the participant for good reason, then any awards held by such participant will become fully vested (with performance to be determined in accordance with the terms and conditions of the applicable award agreement).
Adjustments of awards . In the event of any stock dividend or other distribution, stock split, reverse stock split, reorganization, combination or exchange of shares, merger, consolidation, split‑up, spin‑off, recapitalization, repurchase or any other corporate event affecting the number of outstanding shares of our common stock or the share price of our common stock that would require adjustments to the 2025 Plan or any awards under the 2025 Plan in order to prevent the dilution or enlargement of the potential benefits intended to be made available thereunder, the administrator will make appropriate, proportionate adjustments to: (i) the aggregate number and type of shares subject to the 2025 Plan, (ii) the number and kind of shares subject to outstanding awards and terms and conditions of outstanding awards (including, without limitation, any applicable performance targets or criteria with respect to such awards), and (iii) the grant or exercise price per share of any outstanding awards under the 2025 Plan.
Amendment and termination . The administrator may terminate, amend or modify the 2025 Plan at any time and from time to time. However, we must generally obtain stockholder approval to the extent required by applicable law, rule or regulation (including any applicable stock exchange rule). Notwithstanding the foregoing, an option may be amended to reduce the per share exercise price below the per share exercise price of such option on the grant date and options may be granted in exchange for, or in connection with, the cancellation or surrender of options having a higher per share exercise price without receiving additional stockholder approval.
No incentive stock options may be granted pursuant to the 2025 Plan after the tenth anniversary of the effective date of the 2025 Plan, and no additional annual share increases to the 2025 Plan’s aggregate share limit will occur from and after such anniversary. Any award that is outstanding on the termination date of the 2025 Plan will remain in force according to the terms of the 2025 Plan and the applicable award agreement.
2025 Employee Stock Purchase Plan
We have adopted and our stockholders have approved the 2025 Employee Stock Purchase Plan (“ESPP”), which became effective upon the day prior to the first public trading date of our common stock. The ESPP is designed to allow our eligible employees to purchase shares of our common stock, at semi‑annual intervals, with their accumulated payroll deductions. The ESPP is intended to qualify under Section 423 of the Code. The material terms of the ESPP are summarized below.
Components . The ESPP is comprised of two distinct components in order to provide increased flexibility to grant options to purchase shares under the ESPP to U.S. and to non‑U.S. employees. Specifically, the ESPP authorizes (1) the grant of options to U.S. employees that are intended to qualify for favorable U.S. federal tax treatment under Section 423 of the Code (the Section 423 Component) and (2) the grant of options that are not intended to be tax‑qualified under Section 423 of the Code to facilitate participation for employees located outside of the United States who do not benefit from favorable U.S. tax treatment and to provide
flexibility to comply with non‑U.S. law and other considerations (the Non‑Section 423 Component). Where possible under local law and custom, we expect that the Non‑Section 423 Component generally will be operated and administered on terms and conditions similar to the Section 423 Component.
Administration . Subject to the terms and conditions of the ESPP, our Compensation Committee administers the ESPP. Our Compensation Committee can delegate administrative tasks under the ESPP to the services of an agent and/or employees to assist in the administration of the ESPP. The administrator will have the discretionary authority to administer and interpret the ESPP. Interpretations and constructions of the administrator of any provision of the ESPP or of any rights thereunder will be conclusive and binding on all persons. We will bear all expenses and liabilities incurred by the ESPP administrator.
Share reserve . The maximum number of shares of our common stock which are authorized for sale under the ESPP is equal to the sum of (a) 1,263,830 shares of common stock and (b) an annual increase on each January 1 beginning in 2026 and ending in 2035, equal to the lesser of (i) 1% of the sum of (A) the number of shares of our common stock and (B) the number of shares of our common stock issuable upon the exercise of warrants to purchase shares of our common stock with an exercise price per share of $0.01 or less, in each case, outstanding (on an as converted basis) on the immediately preceding December 31 and (ii) such number of shares of common stock as determined by our Board of Directors; provided, however, that no more than 17,500,000 shares of our common stock may be issued under the ESPP. The shares reserved for issuance under the ESPP may be authorized but unissued shares or reacquired shares.
Eligibility . Employees eligible to participate in the ESPP for a given offering period generally include employees who are employed by us or one of our subsidiaries on the first day of the offering period, or the enrollment date. Our employees (and, if applicable, any employees of our subsidiaries) who customarily work less than five months in a calendar year or are customarily scheduled to work less than 20 hours per week will not be eligible to participate in the ESPP. Finally, an employee who owns (or is deemed to own through attribution) 5% or more of the combined voting power or value of all our classes of stock or of one of our subsidiaries will not be allowed to participate in the ESPP.
Participation . Employees will enroll under the ESPP by completing a payroll deduction form permitting the deduction from their compensation of at least 1% of their compensation but not more than 15% of their compensation. Such payroll deductions shall be expressed as a whole number percentage, and the accumulated deductions will be applied to the purchase of shares on each purchase date. However, a participant may not purchase more than 100,000 shares in each offering period and may not subscribe for more than $25,000 in fair market value of shares of our common stock (determined at the time the option is granted) during any calendar year. The ESPP administrator has the authority to change these limitations for any subsequent offering period.
Offering . Under the ESPP, participants are offered the option to purchase shares of our common stock at a discount during a series of successive offering periods, the duration and timing of which will be determined by the ESPP administrator. However, in no event may an offering period be longer than 27 months in length.
The option purchase price will be the lower of 85% of the closing trading price per share of our common stock on the first trading date of an offering period in which a participant is enrolled or 85% of the closing trading price per share on the purchase date, which will occur on the last trading day of each offering period.
Unless a participant has previously canceled his or her participation in the ESPP before the purchase date, the participant will be deemed to have exercised his or her option in full as of each purchase date. Upon exercise, the participant will purchase the number of whole shares that his or her accumulated payroll deductions will buy at the option purchase price, subject to the participation limitations listed above.
A participant may cancel his or her payroll deduction authorization at any time prior to the end of the offering period. Upon cancellation, the participant will have the option to either (i) receive a refund of the participant’s account balance in cash without interest or (ii) exercise the participant’s option for the current offering period for the maximum number of shares of common stock on the applicable purchase date, with the remaining account balance refunded in cash without interest. Following at least one payroll deduction, a participant may also decrease (but not increase) his or her payroll deduction authorization once during any offering period. If a participant wants to increase or decrease the rate of payroll withholding, he or she may do so effective for the next offering period by submitting a new form before the offering period for which such change is to be effective.
A participant may not assign, transfer, pledge or otherwise dispose of (other than by will or the laws of descent and distribution) payroll deductions credited to a participant’s account or any rights to exercise an option or to receive shares of our common stock under the ESPP, and during a participant’s lifetime, options in the ESPP shall be exercisable only by such participant. Any such attempt at assignment, transfer, pledge or other disposition will not be given effect.
Adjustments upon changes in recapitalization , dissolution, liquidation, merger or asset sale . In the event of any increase or decrease in the number of issued shares of our common stock resulting from a stock split, reverse stock split, stock dividend, combination or reclassification of the common stock, or any other increase or decrease in the number of shares of common stock effected without receipt of consideration by us, we will proportionately adjust the aggregate number of shares of our common stock offered under the ESPP, the number and price of shares which any participant has elected to purchase under the ESPP and the maximum number of shares which a participant may elect to purchase in any single offering period. If there is a proposal to dissolve or liquidate us, then the ESPP will terminate immediately prior to the consummation of such proposed dissolution or liquidation, and any offering period then in progress will be shortened by setting a new purchase date to take place before the date of our dissolution or liquidation. We will notify each participant of such change in writing at least ten business days prior to the new exercise date. If we undergo a merger with or into another corporation or sell all or substantially all of our assets, each outstanding option will be assumed or an equivalent option substituted by the successor corporation or the parent or subsidiary of the successor corporation. If the successor corporation to assume the outstanding options or substitute equivalent options, then any offering period then in will be shortened by setting a new purchase date to take place before the date of our proposed sale or merger. We will notify each participant of such change in writing at least ten business days prior to the new exercise date.
Amendment and termination . Our Board of Directors may amend, suspend or terminate the ESPP at any time. However, the Board of Directors may not amend the ESPP without obtaining stockholder approval within 12 months before or after such amendment to the extent required by applicable laws.
2023 Plan
The 2023 Plan was adopted by our Board of Directors in May 2023. We have previously granted stock options to our named executive officers under the 2023 Plan, as described in more detail above. The principal purpose of the 2023 Plan was to enhance our ability to attract, retain and motivate persons who make (or are expected to make) important contributions to us by providing them with equity ownership opportunities.
We will not make any further grants under the 2023 Plan. However, the 2023 Plan will continue to govern the terms and conditions of the outstanding awards granted under the 2023 Plan which, as of March 21, 2025, constitute 8,679,657 outstanding stock options and no restricted stock awards.
Eligibility . The 2023 Plan provided for the grant of non‑qualified options, restricted stock, or other stock‑based awards to employees, non‑employee members of the Board of Directors and consultants. The 2023 Plan provided for the grant of ISOs to employees.
Administration . Our Board of Directors administers the 2023 Plan. The administrator had the authority to select the service providers to whom equity awards were granted under the 2023 Plan, the number of shares to be subject to those awards under the 2023 Plan, and the terms and conditions of the awards granted. In addition, the administrator has the authority to construe and interpret the 2023 Plan and to adopt rules for the administration, interpretation and application of the 2023 Plan that are consistent with the terms of the 2023 Plan.
Awards . The 2023 Plan provides that each award is set forth in a separate agreement with the person receiving the award and will indicate the type, terms and conditions of the award.
NSOs provide for the right to purchase shares of our common stock at a specified price which shall be not less than fair market value on the date of grant, and usually will become exercisable (at the discretion of the administrator) in one or more installments after the grant date, subject to the participant’s continued employment or service with us. NSOs may be granted for any term specified by the administrator, but in no event more than 10 years after they are granted.
ISOs were designed in a manner intended to comply with the provisions of Section 422 of the Code, and will be subject to specified restrictions contained in the Code. Among such restrictions, ISOs must have an exercise price of not less than the fair market value of a share of common stock on the date of grant (or 110% for an individual who owns (or is deemed to own) more than 10% of the total combined voting power of all classes of our capital stock), may only be granted to employees, and must not be exercisable after a period of ten years measured from the date of grant (or five years for an individual who owns (or is deemed to own) more than 10% of the total combined voting power of all classes of our capital stock).
Restricted stock could be granted to any eligible individual and made subject to such restrictions as may be determined by the administrator, including whether there is any purchase price. Restricted stock, typically, may be forfeited for no consideration or repurchased by us at the original purchase price if the conditions or restrictions on vesting are not met. In general, restricted stock may not be sold or otherwise transferred until restrictions are removed or expire. Recipients of
restricted stock awards will generally have rights equivalent to those of a stockholder with respect to such shares upon grant without regard to vesting.
Other stock‑based awards are awards of shares of our common stock and other awards valued wholly or partially by referring to, or otherwise based on, shares of our common stock. Stock awards may be granted to participants as standalone payments and as payment in lieu of base salary, bonus, fees or other cash compensation otherwise payable to any individual who is eligible to receive awards. The plan administrator determines the terms and conditions of stock awards.
Transfer . A participant may not transfer stock awards under our 2023 Plan other than by will, the laws of descent and distribution, or as otherwise provided under our 2023 Plan.
Certain events . In the event of any change in our capital structure or our business by reason of any stock split, reverse stock split, dividend, combination or reclassification of shares, recapitalization, or other change in our capital structure, or an extraordinary cash dividend, merger, consolidation, spin‑off, split‑off, reorganization, partial or complete liquidation, sale or transfer of all or substantially all of our assets or business, or any other corporate transaction or event affecting the common stock that would require adjustments to the 2023 Plan or any awards under the 2023 Plan in order to prevent the dilution or enlargement of the potential benefits intended to be made available thereunder, the administrator will make appropriate, proportionate adjustments to: (i) the aggregate number and kind of shares with respect to which awards may be granted or awarded under the 2023 Plan, (ii) the number and kind of shares subject to outstanding awards and terms and conditions of outstanding awards (including, without limitation, any applicable performance targets or criteria with respect to such awards), and (iii) the grant or exercise price per share of any outstanding awards under the 2023 Plan.
In the event of any transaction or event described above (including any change in control), the administrator may make appropriate adjustments to awards under the 2023 Plan and is authorized to provide for the acceleration, cash‑out, termination, assumption, substitution or conversion of such awards in the event of a change in control or certain other unusual or nonrecurring events or transactions or to comply with changes in applicable laws or accounting principles.
Amendment and termination . Our Board of Directors may amend or terminate the 2023 Plan or any portion thereof at any time; an amendment of the 2023 Plan shall be subject to the approval of our stockholders only to the extent required by applicable laws. As described above, no further awards may be granted under our 2023 Plan.
Compensation Committee Interlocks and Insider Participation
No member of our Compensation Committee is or has been our current or former officer or employee. None of our executive officers served as a director or a member of a compensation committee (or other committee serving an equivalent function) of any other entity, one of whose executive officers served as a director or member of our Compensation Committee during the fiscal year ended December 31, 2024. During the fiscal year ended December 31, 2024, none of the other relationships required to be disclosed by the rules of the SEC existed aside from those identified in Part III, Item 13, “Certain Relationships and Related Transactions, and Director Independence.”
Item 12. Security Owne rship of Certain Beneficial Owners and Management and Related Stockholder Matters.
Securities Authorized for Issuance Under Equity Compensation Plans
The following table provides information about our equity compensation plans as of December 31, 2024.
Plan Category
Number of
Securities to
be Issued Upon
Exercise of
Outstanding
Options, Warrants
and Rights
Weighted Average
Exercise
Price of
Outstanding
Options
Warrants
and Rights ($)
Number of
Securities
Available for
Future Issuance
Under Equity
Compensation
Plans
Equity compensation plans approved by security holders:
Stock Options
Equity compensation plans not approved by security holders
Total
Consists of awards under the 2023 Plan. As of January 31, 2025, no further grants will be made under the 2023 Plan. The 2025 Plan and the ESPP became effective on January 31, 2025. For additional information regarding the 2023 Plan, 2025 Plan and the ESPP, see Item 11, “Executive Compensation” above.
Security Ownership of Certain Beneficial Owners and Management
The following table sets forth certain information with respect to holdings of our common stock by (i) stockholders who beneficially owned more than 5% of the outstanding shares of our common stock, and (ii) each of our directors (which includes all nominees), each of our named executive officers and all directors and executive officers as a group as of March 7, 2025, unless otherwise indicated. The number of shares beneficially owned by each stockholder is determined under rules issued by the SEC. Under these rules, beneficial ownership includes any shares as to which a person has sole or shared voting power or investment power. Applicable percentage ownership is based on 105,050,219 shares of common stock outstanding as of March 7, 2025. In computing the number of shares beneficially owned by a person and the percentage ownership of that person, shares of Common Stock subject to options, warrants or other rights held by such person that are currently exercisable or will become exercisable within 60 days of March 7, 2025 are considered outstanding, although these shares are not considered outstanding for purposes of computing the percentage ownership of any other person.
Unless otherwise indicated, the address of each beneficial owner listed below is 3 World Trade Center, 175 Greenwich Street, New York, NY 10007. We believe, based on information provided to us that each of the stockholders listed below has sole voting and investment power with respect to the shares beneficially owned by the stockholder unless noted otherwise, subject to community property laws where applicable.
Name of Beneficial Owner
Number
Percentage
5% or Greater Stockholders
Entities Affiliated with ARCH Venture Partners (1)
Validae Health, L.P. (2)
Entities Affiliated with FMR LLC (3)
Executive Officers and Directors
Christopher Whitten Bernard (4)
Clive A. Meanwell (5)
Christopher Visioli (6)
Brian Hubbard (7)
Gbola Amusa (8)
Paul L. Berns (9)
Kristina M. Burow (10)
Joshua Pinto (11)
All current executive officers and directors as a group (8 persons) (12)
* Less than one percent.
Based on a Schedule 13D filed with the SEC on February 10, 2025. ARCH Venture Fund XII, L.P. ("AVF XII") is the record owner of 18,503,128 shares of common stock ("AVF XII Record Shares"). ARCH Venture Partners XII, L.P. ("AVP XII LP"), as the sole general partner of AVF XII, may be deemed to beneficially own the AVF XII Record Shares. ARCH Venture Partners XII, LLC ("AVP XII LLC"), as the sole general partner of AVP XII LP, may be deemed to beneficially own the AVF XII Record Shares. ARCH Venture Fund XIII, L.P. ("AVF XIII") is the record holder of 8,313,680 shares of common stock ("AVF XIII Record Shares"). ARCH Venture Partners XIII, L.P. ("AVP XIII LP"), as the sole general partner of AVF XIII, may be deemed to beneficially own the AVF XIII Record Shares. ARCH Venture Partners XIII, LLC ("AVP XIII LLC"), as the sole general partner of AVP XIII LP, may be deemed to beneficially own the AVF XIII Record Shares. Steven Gillis, Robert Nelson, Keith Crandell and Kristina Burow are the investment committee members for AVP XII LLC and Paul Berns, Steven Gillis, Robert Nelson, Keith Crandell and Kristina Burow are the investment committee members for AVP XIII LLC. All of the foregoing reporting persons reported shared voting and dispositive power with respect to 26,816,808 shares of common stock. See footnotes (9) and (10) below for additional information regarding Mr. Berns ownership and Ms. Burow’s ownership, respectively. The address for Arch Venture Partners and its affiliates is 8755 West Higgins Road, Suite 1025, Chicago, IL 60631.
Based on information known to the Company, Population Health Partners GP, LLC (“PHP GP LLC”), as the sole general partner of Validae Health, L.P., may be deemed to beneficially own the shares of common stock held by Validae Health, L.P. (“Validae Shares”). As the members of PHP GP LLC, each of Christopher Whitten Bernard, Christopher Cox and Clive A. Meanwell, M.B., Ch.B., M.D. may also be deemed to share the power to direct the disposition and vote of the Validae Shares. See footnotes (4) and (5) below for additional information regarding Mr. Bernard’s beneficial ownership and Dr. Meanwell’s beneficial ownership, respectively. The address of Validae Health, L.P. is 1200 Morris Turnpike, Suite 3005, Short Hills, NJ 07078.
Based on a Schedule 13D filed with the SEC on February 5, 2025. FMR LLC has sole voting and dispositive power over 11,058,496 shares of common stock and Abigail P. Johnson (together with FMR LLC, “FMR”) has sole dispositive power over 11, 058,496 shares of common stock. The address for FMR is 245 Summer Street, Boston, Massachusetts 02210.
In addition to the beneficial ownership reported in footnote (2), reflects options to purchase 248,256 shares of common stock that are exercisable as of March 7, 2025 or will become exercisable within 60 days of March 7, 2025.
In addition to the beneficial ownership reported in footnote (2), reflects options to purchase 43,444 shares of common stock that are exercisable as of March 7, 2025 or will become exercisable within 60 days of March 7, 2025.
Reflects options to purchase 79,796 shares of common stock that are exercisable as of March 7, 2025 or will become exercisable within 60 days of March 7, 2025.
Reflects options to purchase 90,878 shares of common stock that are exercisable as of March 7, 2025 or will become exercisable within 60 days of March 7, 2025.
Reflects options to purchase 120,758 shares of common stock that are exercisable as of March 7, 2025 or will become exercisable within 60 days of March 7, 2025.
Mr. Berns reports beneficial ownership of 8,313,680 shares of common stock held of record by AVF XIII as reported in footnote (1). In addition, reflects 957,559 shares of common stock held directly by Mr. Berns and options to purchase 31,031 shares of common stock that are exercisable as of March 7, 2025 or will become exercisable within 60 days of March 7, 2025.
In addition to the beneficial ownership reported in footnote (1), reflects options to purchase 20,687 shares of common stock that are exercisable as of March 7, 2025 or will become exercisable within 60 days of March 7, 2025.
Reflects options to purchase 28,962 shares of common stock that are exercisable as of March 7, 2025 or will become exercisable within 60 days of March 7, 2025.
In addition to the ownership reported in footnotes (4)-(7) and (9)-(11), includes options to purchase 436,221 shares of common stock that are exercisable as of March 7, 2025 or will become exercisable within 60 days of March 7, 2025.
