Pay vs Performance Disclosure - USD ($)
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12 Months Ended |
Dec. 31, 2024 |
Dec. 31, 2023 |
| Pay vs Performance Disclosure |
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| Pay vs Performance Disclosure, Table |
As required by Section 953(a) of the Dodd-Frank Act and Item 402(v) of Regulation S-K, we are providing information about the relationship between executive compensation actually paid to our PEO and the other NEOs (as calculated in accordance with Item 402(v) of Regulation S-K).
Pay-Versus-Performance Table
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Summary Compensation Table Total for PEO($) (1)
(b) |
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Compensation Actually Paid to PEO($) (2)
(c) |
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Average Summary Compensation Table Total for Non-PEO
Named Executive Officers($) (3)
(d) |
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Average Compensation Actually Paid to Non-PEO
Named Executive Officers($) (4)
(e) |
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Value of
Initial Fixed
$100 Investment
Based On: |
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Net Income($) (6)
(in millions) (h) |
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Total Shareholder Return ($) (5)
(f) |
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2024 |
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$ |
8,096,947 |
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$ |
(8,634,793 |
) |
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$ |
3,351,843 |
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$ |
(3,023,223 |
) |
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$ |
24.54 |
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$ |
(115.86 |
) |
2023 |
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$ |
4,808,279 |
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$ |
14,466,565 |
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$ |
2,220,968 |
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$ |
5,851,276 |
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$ |
245.41 |
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$ |
(67.68 |
) |
| (1) |
The dollar amounts reported in column (b) represent the amount of total compensation reported for Steven Nichtberger, M.D. (the “PEO”), for each corresponding covered fiscal year in the “Total” column of the Summary Compensation Table for each applicable fiscal year. |
| (2) |
The Compensation Actually Paid to our PEO reflects the following adjustments required by applicable SEC rules from total compensation reported in the Summary Compensation Table: |
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Summary Compensation Table - Total Compensation |
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(a) |
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$ |
4,808,279 |
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$ |
8,096,947 |
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- |
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Grant Date Fair Value of Stock Awards and Option Awards Granted in Fiscal Year |
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(b) |
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$ |
(3,784,529 |
) |
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$ |
(7,008,417 |
) |
+ |
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Fair Value at Fiscal Year End of Outstanding and Unvested Stock Awards and Option Awards Granted in Fiscal Year |
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(c) |
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$ |
8,297,093 |
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$ |
477,468 |
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+ |
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Change in Fair Value of Outstanding and Unvested Stock Awards and Option Awards Granted in Prior Fiscal Years |
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(d) |
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$ |
4,320,037 |
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$ |
(7,049,758 |
) |
+ |
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Fair Value at Vesting of Stock Awards and Option Awards Granted in Fiscal Year That Vested During Fiscal Year |
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(e) |
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$ |
0 |
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$ |
0 |
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+ |
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Change in Fair Value as of Vesting Date of Stock Awards and Option Awards Granted in Prior Fiscal Years For Which Applicable Vesting Conditions Were Satisfied During Fiscal Year |
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(f) |
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$ |
825,685 |
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$ |
(3,151,033 |
) |
- |
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Fair Value as of Prior Fiscal Year End of Stock Awards and Option Awards Granted in Prior Fiscal Years That Failed to Meet Applicable Vesting Conditions During Fiscal Year |
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(g) |
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$ |
0 |
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$ |
0 |
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= |
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Compensation Actually Paid |
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$ |
14,466,565 |
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$ |
(8,634,793 |
) |
For purposes of the adjustments to determine “Compensation Actually Paid”, we computed the fair value of equity awards in accordance with ASC 718. The valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of grant.
| (3) |
The dollar amounts reported in column (d) represent the average of the amounts of total compensation reported for our named executive officers (collectively, our NEOs) as a group (excluding our PEO) for each covered fiscal year in the “Total” column of the Summary Compensation Table for each applicable fiscal year. The NEOs (excluding our PEO) for fiscal years 2024 and 2023 were Gwendolyn Binder, Ph.D. and David J. Chang, M.D., M.P.H.. |
| (4) |
The Compensation Actually Paid to our NEOs (excluding our PEO) on average reflects the following adjustments required by applicable SEC rules from total compensation reported in the Summary Compensation Table: |
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Summary Compensation Table - Total Compensation |
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(a) |
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$ |
2,220,968 |
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$ |
3,351,843 |
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- |
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Grant Date Fair Value of Stock Awards and Option Awards Granted in Fiscal Year |
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(b) |
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$ |
(1,498,733 |
) |
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$ |
(2,581,003 |
) |
+ |
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Fair Value at Fiscal Year End of Outstanding and Unvested Stock Awards and Option Awards Granted in Fiscal Year |
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(c) |
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$ |
3,285,778 |
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$ |
175,838 |
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+ |
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Change in Fair Value of Outstanding and Unvested Stock Awards and Option Awards Granted in Prior Fiscal Years |
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(d) |
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$ |
1,565,975 |
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$ |
(2,758,684 |
) |
+ |
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Fair Value at Vesting of Stock Awards and Option Awards Granted in Fiscal Year That Vested During Fiscal Year |
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(e) |
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$ |
0 |
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$ |
0 |
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+ |
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Change in Fair Value as of Vesting Date of Stock Awards and Option Awards Granted in Prior Fiscal Years For Which Applicable Vesting Conditions Were Satisfied During Fiscal Year |
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(f) |
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$ |
277,288 |
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$ |
(1,211,216 |
) |
- |
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Fair Value as of Prior Fiscal Year End of Stock Awards and Option Awards Granted in Prior Fiscal Years That Failed to Meet Applicable Vesting Conditions During Fiscal Year |
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(g) |
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$ |
0 |
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$ |
0 |
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= |
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Compensation Actually Paid |
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$ |
5,851,276 |
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$ |
(3,023,223 |
) |
For purposes of the adjustments to determine “Compensation Actually Paid”, we computed the fair value of equity awards in accordance with ASC 718. The valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of grant.
| (5) |
Total shareholder return is calculated by assuming that a $100 investment was made on the close of trading on December 31, 2022. Our company did not pay any dividends during fiscal years 2023 and 2024. |
| (6) |
The dollar amounts reported represent the amount of net income reflected in the Company’s audited financial statements for the applicable fiscal year. |
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| Named Executive Officers, Footnote |
| (3) |
The dollar amounts reported in column (d) represent the average of the amounts of total compensation reported for our named executive officers (collectively, our NEOs) as a group (excluding our PEO) for each covered fiscal year in the “Total” column of the Summary Compensation Table for each applicable fiscal year. The NEOs (excluding our PEO) for fiscal years 2024 and 2023 were Gwendolyn Binder, Ph.D. and David J. Chang, M.D., M.P.H.. |
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| PEO Total Compensation Amount |
$ 8,096,947
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$ 4,808,279
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| PEO Actually Paid Compensation Amount |
$ (8,634,793)
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14,466,565
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| Adjustment To PEO Compensation, Footnote |
| (2) |
The Compensation Actually Paid to our PEO reflects the following adjustments required by applicable SEC rules from total compensation reported in the Summary Compensation Table: |
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Summary Compensation Table - Total Compensation |
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(a) |
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$ |
4,808,279 |
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$ |
8,096,947 |
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- |
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Grant Date Fair Value of Stock Awards and Option Awards Granted in Fiscal Year |
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(b) |
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$ |
(3,784,529 |
) |
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$ |
(7,008,417 |
) |
+ |
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Fair Value at Fiscal Year End of Outstanding and Unvested Stock Awards and Option Awards Granted in Fiscal Year |
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(c) |
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$ |
8,297,093 |
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$ |
477,468 |
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+ |
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Change in Fair Value of Outstanding and Unvested Stock Awards and Option Awards Granted in Prior Fiscal Years |
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(d) |
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$ |
4,320,037 |
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$ |
(7,049,758 |
) |
+ |
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Fair Value at Vesting of Stock Awards and Option Awards Granted in Fiscal Year That Vested During Fiscal Year |
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(e) |
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$ |
0 |
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$ |
0 |
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+ |
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Change in Fair Value as of Vesting Date of Stock Awards and Option Awards Granted in Prior Fiscal Years For Which Applicable Vesting Conditions Were Satisfied During Fiscal Year |
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(f) |
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$ |
825,685 |
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$ |
(3,151,033 |
) |
- |
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Fair Value as of Prior Fiscal Year End of Stock Awards and Option Awards Granted in Prior Fiscal Years That Failed to Meet Applicable Vesting Conditions During Fiscal Year |
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(g) |
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$ |
0 |
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$ |
0 |
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= |
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Compensation Actually Paid |
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$ |
14,466,565 |
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$ |
(8,634,793 |
) |
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| Non-PEO NEO Average Total Compensation Amount |
$ 3,351,843
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2,220,968
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| Non-PEO NEO Average Compensation Actually Paid Amount |
$ (3,023,223)
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5,851,276
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| Adjustment to Non-PEO NEO Compensation Footnote |
| (4) |
The Compensation Actually Paid to our NEOs (excluding our PEO) on average reflects the following adjustments required by applicable SEC rules from total compensation reported in the Summary Compensation Table: |
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Summary Compensation Table - Total Compensation |
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(a) |
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$ |
2,220,968 |
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$ |
3,351,843 |
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- |
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Grant Date Fair Value of Stock Awards and Option Awards Granted in Fiscal Year |
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(b) |
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$ |
(1,498,733 |
) |
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$ |
(2,581,003 |
) |
+ |
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Fair Value at Fiscal Year End of Outstanding and Unvested Stock Awards and Option Awards Granted in Fiscal Year |
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(c) |
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$ |
3,285,778 |
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$ |
175,838 |
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+ |
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Change in Fair Value of Outstanding and Unvested Stock Awards and Option Awards Granted in Prior Fiscal Years |
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(d) |
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$ |
1,565,975 |
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$ |
(2,758,684 |
) |
+ |
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Fair Value at Vesting of Stock Awards and Option Awards Granted in Fiscal Year That Vested During Fiscal Year |
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(e) |
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$ |
0 |
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$ |
0 |
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+ |
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Change in Fair Value as of Vesting Date of Stock Awards and Option Awards Granted in Prior Fiscal Years For Which Applicable Vesting Conditions Were Satisfied During Fiscal Year |
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(f) |
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$ |
277,288 |
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$ |
(1,211,216 |
) |
- |
|
Fair Value as of Prior Fiscal Year End of Stock Awards and Option Awards Granted in Prior Fiscal Years That Failed to Meet Applicable Vesting Conditions During Fiscal Year |
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(g) |
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$ |
0 |
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$ |
0 |
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= |
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Compensation Actually Paid |
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$ |
5,851,276 |
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$ |
(3,023,223 |
) |
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| Compensation Actually Paid vs. Total Shareholder Return |
Compensation Actually Paid and Company Total Shareholder Return The following graph reflects the relationship between the PEO and average non-PEO NEO “compensation actually paid” (“CAP”) and our cumulative Total Shareholder Return (“TSR”), assuming an initial fixed investment on December 31, 2022 of $100, for the fiscal years ended December 31, 2024 and 2023.
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| Compensation Actually Paid vs. Net Income |
Compensation Actually Paid and Net Income The following graph reflects the relationship between the PEO and average non-PEO NEO CAP, and our net income (loss) for the fiscal years ended December 31, 2024 and 2023. Because we are not a commercial-stage company, we did not have any revenue during the years ending 2024 and 2023. Consequently, our company has not historically looked to net income (loss) as a performance measure for our executive compensation program.
43
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| Total Shareholder Return Amount |
$ 24.54
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245.41
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| Net Income (Loss) |
$ (115,860,000)
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(67,680,000)
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| PEO Name |
Steven Nichtberger
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| PEO | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table |
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| Pay vs Performance Disclosure |
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| Adjustment to Compensation, Amount |
$ (7,008,417)
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(3,784,529)
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| PEO | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested |
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| Pay vs Performance Disclosure |
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| Adjustment to Compensation, Amount |
477,468
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8,297,093
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| PEO | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested |
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| Pay vs Performance Disclosure |
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| Adjustment to Compensation, Amount |
(7,049,758)
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4,320,037
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| PEO | Vesting Date Fair Value of Equity Awards Granted and Vested in Covered Year |
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| Pay vs Performance Disclosure |
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| Adjustment to Compensation, Amount |
0
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0
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| PEO | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year |
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| Pay vs Performance Disclosure |
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| Adjustment to Compensation, Amount |
(3,151,033)
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825,685
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| PEO | Prior Year End Fair Value of Equity Awards Granted in Any Prior Year that Fail to Meet Applicable Vesting Conditions During Covered Year |
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| Pay vs Performance Disclosure |
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| Adjustment to Compensation, Amount |
0
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0
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| Non-PEO NEO | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table |
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| Pay vs Performance Disclosure |
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| Adjustment to Compensation, Amount |
(2,581,003)
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(1,498,733)
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| Non-PEO NEO | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested |
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| Pay vs Performance Disclosure |
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| Adjustment to Compensation, Amount |
175,838
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3,285,778
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| Non-PEO NEO | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested |
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| Pay vs Performance Disclosure |
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| Adjustment to Compensation, Amount |
(2,758,684)
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1,565,975
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| Non-PEO NEO | Vesting Date Fair Value of Equity Awards Granted and Vested in Covered Year |
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| Pay vs Performance Disclosure |
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| Adjustment to Compensation, Amount |
0
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0
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| Non-PEO NEO | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year |
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| Pay vs Performance Disclosure |
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| Adjustment to Compensation, Amount |
(1,211,216)
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277,288
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| Non-PEO NEO | Prior Year End Fair Value of Equity Awards Granted in Any Prior Year that Fail to Meet Applicable Vesting Conditions During Covered Year |
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| Pay vs Performance Disclosure |
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| Adjustment to Compensation, Amount |
$ 0
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$ 0
|
