NUVATION BIO INC., DEF 14A filed on 4/8/2025
Proxy Statement (definitive)
v3.25.1
Cover
 12 Months Ended
Dec. 31, 2024
Document Information [Line Items]  
Document Type DEF 14A
Amendment Flag false
Entity Information [Line Items]  
Entity Registrant Name NUVATION BIO INC.
Entity Central Index Key 0001811063
v3.25.1
Pay vs Performance Disclosure - USD ($)
 12 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Dec. 31, 2022
Pay vs Performance Disclosure      
Pay vs Performance Disclosure, Table
Pay Versus Performance
As required by Item 402(v) of Regulation S-K, we are providing the following information about the relationship between executive compensation actually paid and certain financial performance of the Company. For the most recently completed fiscal year, the Company did not use any “financial performance measures” as defined in Item 402(v) of Regulation S-K to link compensation paid to our Named Executive Officers, or NEOs, to the Company’s performance. We are also permitted to report as a “smaller reporting company” as defined under the U.S. federal securities laws. Accordingly, we have not included a tabular list of financial performance measures, and the table below does not include a column for a “Company-Selected Measure” as defined in Item 402(v) of Regulation S-K. For further information regarding our compensation philosophy and how we seek to align executive compensation with the Company’s performance, refer to “Executive Compensation—2024 Executive Officer Compensation.”
 
PAY VERSUS PERFORMANCE
Year
 
 
Summary
Compensation
Table Total
for
PEO(1)
($)
 
 
Compensation
Actually Paid
to PEO(2)
($)
 
 
Average
Summary
Compensation
Table Total
for
Non-PEO
NEOs(3)
($)
 
 
Average
Compensation
Actually Paid
to Non-PEO
NEOs(4)
($)
 
 
Value of
Initial Fixed
$100
Investment
Based On
Total
Shareholder
Return
(TSR)(5)
($)
 
 
Net Income
(loss)(6)
($)
(a)
 
 
(b)
 
 
(c)
 
 
(d)
 
 
(e)
 
 
(f)
 
 
(g)
2024
 
 
$3,717,354
 
 
$6,541,377
 
 
$1,789,844
 
 
$1,993,601
 
 
$22.74
 
 
($567,939,000)
2023
 
 
$4,324,280
 
 
$2,785,367
 
 
$1,350,590
 
 
$790,997
 
 
$12.91
 
 
($75,802,000)
2022
 
 
$8,072,329
 
 
$1,913,399
 
 
$3,641,055
 
 
($1,066,971)
 
 
$16.41
 
 
($104,199,000)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
(1)
The dollar amounts reported in column (b) are the amounts of total compensation reported for David Hung, M.D. (our principal executive officer, or PEO) for each corresponding year in the “Total” column of the Summary Compensation Table. Refer to “Executive Compensation—Summary Compensation Table.”
(2)
The dollar amounts reported in column (c) represent the amount of “compensation actually paid” to Dr. Hung, as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual amount of compensation earned by or paid to Dr. Hung during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to Dr. Hung’s total compensation for each year to determine the compensation actually paid:
 
 
 
 
 
 
 
 
 
 
 
 
 
Year
 
 
Reported
Summary
Compensation
Table Total
for PEO
($)
 
 
Reported
Value of
Equity
Awards(a)
($)
 
 
Equity
Award
Adjustments(b)
($)
 
 
Compensation
Actually
Paid to PEO
($)
2024
 
 
$3,717,354
 
 
($2,519,960)
 
 
$5,343,983
 
 
$6,541,377
2023
 
 
$4,324,280
 
 
($3,323,675)
 
 
$1,784,762
 
 
$2,785,367
2022
 
 
$8,072,329
 
 
($7,127,820)
 
 
$968,890
 
 
$1,913,399
 
 
 
 
 
 
 
 
 
 
 
 
 
(a)
The grant date fair value of equity awards represents the total of the amounts reported in the “Stock Options” column in the Summary Compensation Table for the applicable year.
(b)
The equity award adjustments for each applicable year include the addition (or subtraction, as applicable) of the following: (i) the year-end fair value of any equity awards granted in the applicable year that are outstanding and unvested as of the end of the year; (ii) the amount of change as of the end of the applicable year (from the end of the prior fiscal year) in fair value of any awards granted in prior years that are outstanding and unvested as of the end of the applicable year; (iii) for awards that are granted and vest in same applicable year, the fair value as of the vesting date; (iv) for awards granted in prior years that vest in the applicable year, the amount equal to the change as of the vesting date (from the end of the prior fiscal year) in fair value; (v) for awards granted in prior years that are determined to fail to meet the applicable vesting conditions during the applicable year, a deduction for the amount equal to the fair value at the end of the prior fiscal year; and (vi) the dollar value of any dividends or other earnings paid on stock or option awards in the applicable year prior to the vesting date that are not otherwise reflected in the fair value of such award or included in any other component of total compensation for the applicable year. The valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of grant. The amounts deducted or added in calculating the equity award adjustments are as follows:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Year
 
 
Year End
Fair Value of
Equity
Awards
($)
 
 
Year over
Year Change
in Fair Value
of Outstanding
and Unvested
Equity
Awards
($)
 
 
Fair Value as
of Vesting
Date of
Equity
Awards
Granted and
Vested in the
Year
($)
 
 
Year over
Year Change
in Fair Value
of Equity
Awards
Granted in
Prior Years
that Vested
in the Year
($)
 
 
Fair Value at
the End of
the Prior
Year of
Equity
Awards that
Failed to
Meet Vesting
Conditions in
the Year
($)
 
 
Total
Equity
Award
Adjustments
($)
2024
 
 
$3,261,900
 
 
$1,137,344
 
 
$0
 
 
$944,739
 
 
$0
 
 
$5,343,983
2023
 
 
$2,552,921
 
 
($567,896)
 
 
$0
 
 
($200,263)
 
 
$0
 
 
$1,784,762
2022
 
 
$2,640,000
 
 
($1,438,113)
 
 
$0
 
 
($232,997)
 
 
$0
 
 
$968,890
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
(3)
The dollar amounts reported in column (d) represent the average of the amounts reported for the NEOs as a group (excluding our PEO) in the “Total” column of the Summary Compensation Table in each applicable year. The NEOs (excluding our PEO) included for purposes of calculating the average amounts in 2024 are Gary Hattersley, Ph.D. and Colleen Sjogren. The NEOs (excluding our PEO) included for purposes of calculating the average amounts in 2023 are Gary Hattersley, Ph.D. and David Liu, M.D., Ph.D. The NEOs (excluding our PEO) included for purposes of calculating the average amounts in 2022 are Jennifer Fox and David Hanley, Ph.D.
(4)
The dollar amounts reported in column (e) represent the average amount of “compensation actually paid” to the NEOs as a group (excluding our PEO), as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual average amount of compensation earned by or paid to the NEOs as a group (excluding our PEO) during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to average total compensation for the NEOs as a group (excluding our PEO) for each year to determine the compensation actually paid using the same methodology described above in Note (2):
 
 
 
 
 
 
 
 
 
 
 
 
 
Year
 
 
Average
Reported
Summary
Compensation
Table
Total for
Non-PEO
NEOs
($)
 
 
Average
Reported
Value of
Equity
Awards
($)
 
 
Average
Equity
Award
Adjustments(a)
($)
 
 
Average
Compensation
Actually Paid
to Non-
PEO NEOs
($)
2024
 
 
$1,789,844
 
 
($1,148,489)
 
 
$1,352,246
 
 
$1,993,601
2023
 
 
$1,350,590
 
 
($664,735)
 
 
$105,142
 
 
$790,997
2022
 
 
$3,641,055
 
 
($2,930,885)
 
 
($1,777,141)
 
 
($1,066,971)
 
 
 
 
 
 
 
 
 
 
 
 
 
(a)
The amounts deducted or added in calculating the total average equity award adjustments are as follows:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Year
 
 
Average
Year End
Fair
Value of
Equity
Awards
($)
 
 
Year over
Year
Average
Change in
Fair Value of
Outstanding
and Unvested
Equity
Awards
($)
 
 
Average Fair
Value as of
Vesting Date
of Equity
Awards
Granted and
Vested in the
Year
($)
 
 
Year over
Year
Average
Change in
Fair Value of
Equity
Awards
Granted in
Prior Years
that Vested
in the Year
($)
 
 
Average Fair
Value at the
End of the
Prior Year of
Equity
Awards
that Failed to
Meet Vesting
Conditions in
the Year
($)
 
 
Average
Value of
Dividends or
other
Earnings Paid
on Stock or
Option
Awards not
Otherwise
Reflected in
Fair Value or
Total
Compensation
($)
 
 
Total
Average
Equity
Award
Adjustments
($)
2024
 
 
$983,449
 
 
$215,972
 
 
$0
 
 
$152,825
 
 
$0
 
 
—
 
 
$1,352,246
2023
 
 
$510,584
 
 
($323,389)
 
 
$0
 
 
($82,053)
 
 
$0
 
 
—
 
 
$105,142
2022
 
 
$1,353,750
 
 
($2,752,674)
 
 
$0
 
 
($378,217)
 
 
$0
 
 
—
 
 
($1,777,141)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
(5)
Cumulative TSR is calculated by dividing the sum of the cumulative amount of dividends for the measurement period, assuming dividend reinvestment, and the difference between the Company’s share price at the end and the beginning of the measurement period by the Company’s share price at the beginning of the measurement period.
(6)
The dollar amounts reported represent the amount of net loss reflected in the Company’s audited financial statements for the applicable year. Due to the fact that the Company is not a commercial-stage company, the Company did not have any significant revenue during the periods presented. Consequently, the Company did not use net income (loss) as a performance measure in its executive compensation program.
   
Named Executive Officers, Footnote
(1)
The dollar amounts reported in column (b) are the amounts of total compensation reported for David Hung, M.D. (our principal executive officer, or PEO) for each corresponding year in the “Total” column of the Summary Compensation Table. Refer to “Executive Compensation—Summary Compensation Table.”
(3)
The dollar amounts reported in column (d) represent the average of the amounts reported for the NEOs as a group (excluding our PEO) in the “Total” column of the Summary Compensation Table in each applicable year. The NEOs (excluding our PEO) included for purposes of calculating the average amounts in 2024 are Gary Hattersley, Ph.D. and Colleen Sjogren. The NEOs (excluding our PEO) included for purposes of calculating the average amounts in 2023 are Gary Hattersley, Ph.D. and David Liu, M.D., Ph.D. The NEOs (excluding our PEO) included for purposes of calculating the average amounts in 2022 are Jennifer Fox and David Hanley, Ph.D.
   
PEO Total Compensation Amount $ 3,717,354 $ 4,324,280 $ 8,072,329
PEO Actually Paid Compensation Amount $ 6,541,377 2,785,367 1,913,399
Adjustment To PEO Compensation, Footnote
(2)
The dollar amounts reported in column (c) represent the amount of “compensation actually paid” to Dr. Hung, as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual amount of compensation earned by or paid to Dr. Hung during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to Dr. Hung’s total compensation for each year to determine the compensation actually paid:
 
 
 
 
 
 
 
 
 
 
 
 
 
Year
 
 
Reported
Summary
Compensation
Table Total
for PEO
($)
 
 
Reported
Value of
Equity
Awards(a)
($)
 
 
Equity
Award
Adjustments(b)
($)
 
 
Compensation
Actually
Paid to PEO
($)
2024
 
 
$3,717,354
 
 
($2,519,960)
 
 
$5,343,983
 
 
$6,541,377
2023
 
 
$4,324,280
 
 
($3,323,675)
 
 
$1,784,762
 
 
$2,785,367
2022
 
 
$8,072,329
 
 
($7,127,820)
 
 
$968,890
 
 
$1,913,399
 
 
 
 
 
 
 
 
 
 
 
 
 
(a)
The grant date fair value of equity awards represents the total of the amounts reported in the “Stock Options” column in the Summary Compensation Table for the applicable year.
(b)
The equity award adjustments for each applicable year include the addition (or subtraction, as applicable) of the following: (i) the year-end fair value of any equity awards granted in the applicable year that are outstanding and unvested as of the end of the year; (ii) the amount of change as of the end of the applicable year (from the end of the prior fiscal year) in fair value of any awards granted in prior years that are outstanding and unvested as of the end of the applicable year; (iii) for awards that are granted and vest in same applicable year, the fair value as of the vesting date; (iv) for awards granted in prior years that vest in the applicable year, the amount equal to the change as of the vesting date (from the end of the prior fiscal year) in fair value; (v) for awards granted in prior years that are determined to fail to meet the applicable vesting conditions during the applicable year, a deduction for the amount equal to the fair value at the end of the prior fiscal year; and (vi) the dollar value of any dividends or other earnings paid on stock or option awards in the applicable year prior to the vesting date that are not otherwise reflected in the fair value of such award or included in any other component of total compensation for the applicable year. The valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of grant. The amounts deducted or added in calculating the equity award adjustments are as follows:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Year
 
 
Year End
Fair Value of
Equity
Awards
($)
 
 
Year over
Year Change
in Fair Value
of Outstanding
and Unvested
Equity
Awards
($)
 
 
Fair Value as
of Vesting
Date of
Equity
Awards
Granted and
Vested in the
Year
($)
 
 
Year over
Year Change
in Fair Value
of Equity
Awards
Granted in
Prior Years
that Vested
in the Year
($)
 
 
Fair Value at
the End of
the Prior
Year of
Equity
Awards that
Failed to
Meet Vesting
Conditions in
the Year
($)
 
 
Total
Equity
Award
Adjustments
($)
2024
 
 
$3,261,900
 
 
$1,137,344
 
 
$0
 
 
$944,739
 
 
$0
 
 
$5,343,983
2023
 
 
$2,552,921
 
 
($567,896)
 
 
$0
 
 
($200,263)
 
 
$0
 
 
$1,784,762
2022
 
 
$2,640,000
 
 
($1,438,113)
 
 
$0
 
 
($232,997)
 
 
$0
 
 
$968,890
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
    
Non-PEO NEO Average Total Compensation Amount $ 1,789,844 1,350,590 3,641,055
Non-PEO NEO Average Compensation Actually Paid Amount $ 1,993,601 790,997 (1,066,971)
Adjustment to Non-PEO NEO Compensation Footnote
(4)
The dollar amounts reported in column (e) represent the average amount of “compensation actually paid” to the NEOs as a group (excluding our PEO), as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual average amount of compensation earned by or paid to the NEOs as a group (excluding our PEO) during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to average total compensation for the NEOs as a group (excluding our PEO) for each year to determine the compensation actually paid using the same methodology described above in Note (2):
 
 
 
 
 
 
 
 
 
 
 
 
 
Year
 
 
Average
Reported
Summary
Compensation
Table
Total for
Non-PEO
NEOs
($)
 
 
Average
Reported
Value of
Equity
Awards
($)
 
 
Average
Equity
Award
Adjustments(a)
($)
 
 
Average
Compensation
Actually Paid
to Non-
PEO NEOs
($)
2024
 
 
$1,789,844
 
 
($1,148,489)
 
 
$1,352,246
 
 
$1,993,601
2023
 
 
$1,350,590
 
 
($664,735)
 
 
$105,142
 
 
$790,997
2022
 
 
$3,641,055
 
 
($2,930,885)
 
 
($1,777,141)
 
 
($1,066,971)
 
 
 
 
 
 
 
 
 
 
 
 
 
(a)
The amounts deducted or added in calculating the total average equity award adjustments are as follows:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Year
 
 
Average
Year End
Fair
Value of
Equity
Awards
($)
 
 
Year over
Year
Average
Change in
Fair Value of
Outstanding
and Unvested
Equity
Awards
($)
 
 
Average Fair
Value as of
Vesting Date
of Equity
Awards
Granted and
Vested in the
Year
($)
 
 
Year over
Year
Average
Change in
Fair Value of
Equity
Awards
Granted in
Prior Years
that Vested
in the Year
($)
 
 
Average Fair
Value at the
End of the
Prior Year of
Equity
Awards
that Failed to
Meet Vesting
Conditions in
the Year
($)
 
 
Average
Value of
Dividends or
other
Earnings Paid
on Stock or
Option
Awards not
Otherwise
Reflected in
Fair Value or
Total
Compensation
($)
 
 
Total
Average
Equity
Award
Adjustments
($)
2024
 
 
$983,449
 
 
$215,972
 
 
$0
 
 
$152,825
 
 
$0
 
 
—
 
 
$1,352,246
2023
 
 
$510,584
 
 
($323,389)
 
 
$0
 
 
($82,053)
 
 
$0
 
 
—
 
 
$105,142
2022
 
 
$1,353,750
 
 
($2,752,674)
 
 
$0
 
 
($378,217)
 
 
$0
 
 
—
 
 
($1,777,141)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
    
Compensation Actually Paid vs. Total Shareholder Return
Compensation Actually Paid and Cumulative TSR
The chart below shows the relationship between the compensation actually paid to our PEO and the average compensation actually paid to our non-PEO NEOs, on the one hand, to the Company’s cumulative TSR over the three years presented in the table, on the other.
    
Compensation Actually Paid vs. Net Income
Compensation Actually Paid and Net Loss
Because the Company is a pre-commercial company, we had no significant revenue during the periods presented. Consequently, we do not use net income (loss) as a performance measure in our executive compensation program. Moreover, as a pre-commercial company, we do not believe there is any meaningful relationship between our net loss and compensation actually paid to our NEOs during the periods presented.
   
Total Shareholder Return Amount $ 22.74 12.91 16.41
Net Income (Loss) $ (567,939,000) $ (75,802,000) $ (104,199,000)
PEO Name David Hung, M.D. David Hung, M.D. David Hung, M.D.
Equity Awards Adjustments, Footnote
(b)
The equity award adjustments for each applicable year include the addition (or subtraction, as applicable) of the following: (i) the year-end fair value of any equity awards granted in the applicable year that are outstanding and unvested as of the end of the year; (ii) the amount of change as of the end of the applicable year (from the end of the prior fiscal year) in fair value of any awards granted in prior years that are outstanding and unvested as of the end of the applicable year; (iii) for awards that are granted and vest in same applicable year, the fair value as of the vesting date; (iv) for awards granted in prior years that vest in the applicable year, the amount equal to the change as of the vesting date (from the end of the prior fiscal year) in fair value; (v) for awards granted in prior years that are determined to fail to meet the applicable vesting conditions during the applicable year, a deduction for the amount equal to the fair value at the end of the prior fiscal year; and (vi) the dollar value of any dividends or other earnings paid on stock or option awards in the applicable year prior to the vesting date that are not otherwise reflected in the fair value of such award or included in any other component of total compensation for the applicable year. The valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of grant. The amounts deducted or added in calculating the equity award adjustments are as follows:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Year
 
 
Year End
Fair Value of
Equity
Awards
($)
 
 
Year over
Year Change
in Fair Value
of Outstanding
and Unvested
Equity
Awards
($)
 
 
Fair Value as
of Vesting
Date of
Equity
Awards
Granted and
Vested in the
Year
($)
 
 
Year over
Year Change
in Fair Value
of Equity
Awards
Granted in
Prior Years
that Vested
in the Year
($)
 
 
Fair Value at
the End of
the Prior
Year of
Equity
Awards that
Failed to
Meet Vesting
Conditions in
the Year
($)
 
 
Total
Equity
Award
Adjustments
($)
2024
 
 
$3,261,900
 
 
$1,137,344
 
 
$0
 
 
$944,739
 
 
$0
 
 
$5,343,983
2023
 
 
$2,552,921
 
 
($567,896)
 
 
$0
 
 
($200,263)
 
 
$0
 
 
$1,784,762
2022
 
 
$2,640,000
 
 
($1,438,113)
 
 
$0
 
 
($232,997)
 
 
$0
 
 
$968,890
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
(a)
The amounts deducted or added in calculating the total average equity award adjustments are as follows:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Year
 
 
Average
Year End
Fair
Value of
Equity
Awards
($)
 
 
Year over
Year
Average
Change in
Fair Value of
Outstanding
and Unvested
Equity
Awards
($)
 
 
Average Fair
Value as of
Vesting Date
of Equity
Awards
Granted and
Vested in the
Year
($)
 
 
Year over
Year
Average
Change in
Fair Value of
Equity
Awards
Granted in
Prior Years
that Vested
in the Year
($)
 
 
Average Fair
Value at the
End of the
Prior Year of
Equity
Awards
that Failed to
Meet Vesting
Conditions in
the Year
($)
 
 
Average
Value of
Dividends or
other
Earnings Paid
on Stock or
Option
Awards not
Otherwise
Reflected in
Fair Value or
Total
Compensation
($)
 
 
Total
Average
Equity
Award
Adjustments
($)
2024
 
 
$983,449
 
 
$215,972
 
 
$0
 
 
$152,825
 
 
$0
 
 
—
 
 
$1,352,246
2023
 
 
$510,584
 
 
($323,389)
 
 
$0
 
 
($82,053)
 
 
$0
 
 
—
 
 
$105,142
2022
 
 
$1,353,750
 
 
($2,752,674)
 
 
$0
 
 
($378,217)
 
 
$0
 
 
—
 
 
($1,777,141)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
    
PEO | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount $ (2,519,960) $ (3,323,675) $ (7,127,820)
PEO | Equity Awards Adjustments, Excluding Value Reported in Compensation Table      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount 5,343,983 1,784,762 968,890
PEO | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount 3,261,900 2,552,921 2,640,000
PEO | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount 1,137,344 (567,896) (1,438,113)
PEO | Vesting Date Fair Value of Equity Awards Granted and Vested in Covered Year      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount 0 0 0
PEO | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount 944,739 (200,263) (232,997)
PEO | Prior Year End Fair Value of Equity Awards Granted in Any Prior Year that Fail to Meet Applicable Vesting Conditions During Covered Year      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount 0 0 0
Non-PEO NEO | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount (1,148,489) (664,735) (2,930,885)
Non-PEO NEO | Equity Awards Adjustments, Excluding Value Reported in Compensation Table      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount 1,352,246 105,142 (1,777,141)
Non-PEO NEO | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount 983,449 510,584 1,353,750
Non-PEO NEO | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount 215,972 (323,389) (2,752,674)
Non-PEO NEO | Vesting Date Fair Value of Equity Awards Granted and Vested in Covered Year      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount 0 0 0
Non-PEO NEO | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount 152,825 (82,053) (378,217)
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      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount 0 0 0
Non-PEO NEO | Dividends or Other Earnings Paid on Equity Awards not Otherwise Reflected in Total Compensation for Covered Year      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount $ 0 $ 0 $ 0
v3.25.1
Award Timing Disclosure
 12 Months Ended
Dec. 31, 2024
Apr. 09, 2024
USD ($)
shares
$ / shares
Feb. 29, 2024
USD ($)
shares
$ / shares
Award Timing Disclosures [Line Items]      
Award Timing MNPI Disclosure
POLICIES AND PRACTICES RELATED TO THE GRANT OF CERTAIN EQUITY AWARDS CLOSE IN TIME TO THE RELEASE OF MATERIAL NONPUBLIC INFORMATION
From time to time, the Company grants stock options to its employees, including the named executive officers. Historically, the Company has granted new-hire option awards on or soon after a new hire’s employment start date and annual refresh employee option grants in February each year, which refresh grants are typically approved at a meeting of the Compensation Committee occurring in February. The Company’s typical practice is to grant refresh employee stock options on the last business day of the month of February. Also, non-employee directors receive automatic grants of initial and annual stock option awards, at the time of a director’s initial appointment or election to the board and at the time of each annual meeting of the Company’s stockholders, respectively, pursuant to the Non-Employee Director Compensation Policy, as further described under the heading, “Compensation For Directors”. The Company does not otherwise maintain any written policies on the timing of awards of stock options, stock appreciation rights, or similar instruments with option-like features. Because stock option grant dates are generally determined by extrinsic events such as employee or director start dates or annual meeting dates or, in the case of annual refresh stock options, typically occur on the last business day of February, the Compensation Committee generally does not take material nonpublic information (“MNPI”) into account when determining the timing of awards and it does not seek to time the award of stock options in relation to the Company’s public disclosure of MNPI.
    
Award Timing Method From time to time, the Company grants stock options to its employees, including the named executive officers. Historically, the Company has granted new-hire option awards on or soon after a new hire’s employment start date and annual refresh employee option grants in February each year, which refresh grants are typically approved at a meeting of the Compensation Committee occurring in February. The Company’s typical practice is to grant refresh employee stock options on the last business day of the month of February. Also, non-employee directors receive automatic grants of initial and annual stock option awards, at the time of a director’s initial appointment or election to the board and at the time of each annual meeting of the Company’s stockholders, respectively, pursuant to the Non-Employee Director Compensation Policy, as further described under the heading, “Compensation For Directors”.    
Award Timing Predetermined true    
Award Timing MNPI Considered false    
Award Timing, How MNPI Considered The Company does not otherwise maintain any written policies on the timing of awards of stock options, stock appreciation rights, or similar instruments with option-like features. Because stock option grant dates are generally determined by extrinsic events such as employee or director start dates or annual meeting dates or, in the case of annual refresh stock options, typically occur on the last business day of February, the Compensation Committee generally does not take material nonpublic information (“MNPI”) into account when determining the timing of awards and it does not seek to time the award of stock options in relation to the Company’s public disclosure of MNPI.    
MNPI Disclosure Timed for Compensation Value false    
Awards Close in Time to MNPI Disclosures, Table
The following table provides information regarding each instance in 2024 when the Company awarded a stock option to a named executive officer in the period beginning four business days before the filing of a periodic report on Form 10-Q or Form 10-K, or the filing or furnishing of a current report on Form 8-K, and ending one business day after the filing or furnishing of such report. Each such instance is included without regard to the Company’s view as to whether the report disclosed MNPI.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Name
(a)
 
 
Grant date
(b)
 
 
Number of
securities
underlying
the award
(c)
 
 
Exercise
price of the
award ($/Sh)
(d)
 
 
Grant date
fair value of
the award
(e)
 
 
Percentage change in the
closing market price of the
securities underlying the
award between the trading
day ending immediately
prior to the disclosure of
material nonpublic
information and the trading
day beginning immediately
following the disclosure
of material nonpublic
information
(f)
David Hung, M.D.
 
 
2/29/24
 
 
2,000,000
 
 
$1.87
 
 
$2,519,960
 
 
19.25%
Colleen Sjogren
 
 
4/9/24
 
 
750,000
 
 
$3.23
 
 
$1,666,988
 
 
3.17%
Gary Hattersley, Ph.D.
 
 
2/29/24
 
 
500,000
 
 
$1.87
 
 
$629,990
 
 
19.25%
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
    
David Hung, M.D. [Member]      
Awards Close in Time to MNPI Disclosures      
Name     David Hung, M.D.
Underlying Securities | shares     2,000,000
Exercise Price | $ / shares     $ 1.87
Fair Value as of Grant Date | $     $ 2,519,960
Underlying Security Market Price Change     0.1925
Colleen Sjogren [Member]      
Awards Close in Time to MNPI Disclosures      
Name   Colleen Sjogren  
Underlying Securities | shares   750,000  
Exercise Price | $ / shares   $ 3.23  
Fair Value as of Grant Date | $   $ 1,666,988  
Underlying Security Market Price Change   0.0317  
Gary Hattersley, Ph.D. [Member]      
Awards Close in Time to MNPI Disclosures      
Name     Gary Hattersley, Ph.D.
Underlying Securities | shares     500,000
Exercise Price | $ / shares     $ 1.87
Fair Value as of Grant Date | $     $ 629,990
Underlying Security Market Price Change     0.1925
v3.25.1
Insider Trading Policies and Procedures
 12 Months Ended
Dec. 31, 2024
Insider Trading Policies and Procedures [Line Items]  
Insider Trading Policies and Procedures Adopted true