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Pay vs Performance Disclosure - USD ($)

12 Months Ended

Dec. 31, 2023

Dec. 31, 2022

PAY VERSUS PERFORMANCE

As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(v) of Regulation S-K, we are providing information about the relationship between executive compensation actually paid to our principal executive officer (PEO) and the other named executive officers (NEOs) (as calculated in accordance with Item 402(v) of Regulation S-K).


Year		Summary Compensation Table Total for PEO ($)(1)		Compensation Actually Paid to PEO ($)(1) (2)			Average Summary Compensation Table Total for Non-PEO Named Executive Officers ($)(3) (4)		Average Compensation Actually Paid to Non-PEO Named Executive Officers ($)(3) (4)		Value of Initial Fixed $100 Investment Based on Total Shareholder Return ($)(5)		Net Loss ($) (thousands)(6)
	2023	$	5,973,807		(498,108	)		2,111,074		266,832		10.81		(142,658	)
	2022		3,988,018		(3,559,943	)		2,234,285		683,013		51.11		(69,790	)

(1) Includes amounts paid to Chen Schor, our PEO in 2023 and 2022.

(2) The amounts reported represent the “compensation actually paid” to our PEO, computed in accordance with Item 402(v) of Regulation S-K, but do not reflect the actual amount of compensation earned by or paid to our PEO in the applicable year. In accordance with Item 402(v) of Regulation S-K, the following adjustments were made to the amount reported for our PEO in the “Total” column of the Summary Compensation Table for each year to calculate compensation actually paid.


Year	Summary Compensation Table Total for PEO ($)		Summary Compensation Table Value of Equity Awards ($)(a)		Equity Award Adjustments($)(b)			Compensation Actually Paid to PEO ($)
2023		5,973,807		5,101,839		(1,370,076	)		(498,108	)
2022		3,988,018		3,088,443		(4,459,518	)		(3,559,943	)

(a) The amounts reported represent the sum of the amounts reported in the “Stock Awards” and “Option Awards” columns of the Summary Compensation Table for the applicable fiscal year.

(b) The equity award adjustments for each fiscal year include the following: (i) the addition (or subtraction, if applicable) of the year-end fair value of any equity awards granted in the year that are outstanding and unvested as of the end of the year; (ii) for any awards granted in prior years that are outstanding and unvested as of the end of the fiscal year, the addition (or subtraction, if applicable) of the change in fair value of between the end of the prior fiscal year the end of the applicable fiscal year; (iii) for awards that are granted and vest in the same fiscal year, the addition of the fair value of such awards as of the vesting date; (iv) for awards granted in prior years that vest during the fiscal year, the addition (or subtraction, if applicable) of the change in fair value between the end of the prior fiscal year and the vesting date of such awards; (v) for awards granted in prior years that fail to meet the applicable vesting conditions during the fiscal year, the subtraction of the fair value of such awards at the end of the prior fiscal year; and (vi) the dollar value of any dividends or other earnings paid on such 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 the amount reported in the “Total” column of the Summary Compensation Table 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 ($)	Value of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value or Total Compensation ($)	Total Equity Awards Adjustments ($)
2023		676,230		(818,548	)		487,428		(1,715,186	)	—	—		(1,370,076	)
2022		1,290,245		(5,126,641	)		599,514		(1,222,636	)	—	—		(4,459,518	)

(3) Non-PEO NEOs for 2022 include Francesco Galimi and Blake Aftab, and for 2023, include Nick Harvey and Donald Healey.

(4) The amounts reported represent the average “compensation actually paid” to the NEOs other than our PEO as a group, computed in accordance with Item 402(v) of Regulation S-K. The amounts do not reflect the actual average amount of compensation earned by or paid to such NEOs as a group in the applicable year. In accordance with Item 402(v) of Regulation S-K, the following adjustments were made were made to the average of the amounts reported in the “Total” column of the Summary Compensation Table 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 footnote 2:


Year	Average Reported Summary Compensation Table Total for Non-PEO NEOs ($)		Average Summary Compensation Table Value of Equity Awards ($)(a)		Average Equity Award Adjustments ($)(b)			Average Compensation Actually Paid to Non-PEO NEOs ($)
2023		2,111,074		755,218		(333,806	)		266,832
2022		2,234,285		1,556,584		5,311			683,013

(a) The amounts reported represent the average of the sum of the amounts reported in the “Stock Awards” and “Option Awards” columns in the Summary Compensation Table for the applicable fiscal year.

(b) The equity award adjustments for each fiscal year include the amounts noted in footnote 1(a). The amounts deducted or added in calculating the equity award adjustments are as follows:


Year	Average Year End Fair Value of Equity Awards ($)		Average Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year ($)			Average Equity Award Adjustments ($)(b)		Year over Year Average Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year ($)			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 Equity Award Adjustments ($)
2023		405,712		(445,603	)		148,419		(442,334	)	—	—		(333,806	)
2022		652,226		(770,714	)		379,319		(255,520	)	—	—		5,311

(5) Total shareholder return (“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 income reflected in the Company’s audited financial statements for the applicable fiscal year.

Named Executive Officers, Footnote

(3) Non-PEO NEOs for 2022 include Francesco Galimi and Blake Aftab, and for 2023, include Nick Harvey and Donald Healey.

Adjustment To PEO Compensation, Footnote


Year	Summary Compensation Table Total for PEO ($)		Summary Compensation Table Value of Equity Awards ($)(a)		Equity Award Adjustments($)(b)			Compensation Actually Paid to PEO ($)
2023		5,973,807		5,101,839		(1,370,076	)		(498,108	)
2022		3,988,018		3,088,443		(4,459,518	)		(3,559,943	)

(a) The amounts reported represent the sum of the amounts reported in the “Stock Awards” and “Option Awards” columns of the Summary Compensation Table for the applicable fiscal year.


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 ($)	Value of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value or Total Compensation ($)	Total Equity Awards Adjustments ($)
2023		676,230		(818,548	)		487,428		(1,715,186	)	—	—		(1,370,076	)
2022		1,290,245		(5,126,641	)		599,514		(1,222,636	)	—	—		(4,459,518	)

Non-PEO NEO Average Total Compensation Amount

$ 2,111,074,000

$ 2,234,285,000

Non-PEO NEO Average Compensation Actually Paid Amount

$ 266,832,000

683,013,000

Adjustment to Non-PEO NEO Compensation Footnote


Year	Average Reported Summary Compensation Table Total for Non-PEO NEOs ($)		Average Summary Compensation Table Value of Equity Awards ($)(a)		Average Equity Award Adjustments ($)(b)			Average Compensation Actually Paid to Non-PEO NEOs ($)
2023		2,111,074		755,218		(333,806	)		266,832
2022		2,234,285		1,556,584		5,311			683,013

(b) The equity award adjustments for each fiscal year include the amounts noted in footnote 1(a). The amounts deducted or added in calculating the equity award adjustments are as follows:


Year	Average Year End Fair Value of Equity Awards ($)		Average Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year ($)			Average Equity Award Adjustments ($)(b)		Year over Year Average Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year ($)			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 Equity Award Adjustments ($)
2023		405,712		(445,603	)		148,419		(442,334	)	—	—		(333,806	)
2022		652,226		(770,714	)		379,319		(255,520	)	—	—		5,311

Compensation Actually Paid vs. Total Shareholder Return

Compensation Actually Paid and Company TSR

Compensation Actually Paid vs. Net Income

Compensation Actually Paid and Net Loss

Because we are not a commercial-stage company, we did not have any revenue during the periods presented, other than non-recurring revenue in 2022 associated with a third party collaboration agreement. Consequently, our company has not historically looked to net income (loss) as a performance measure for our executive compensation program.

Total Shareholder Return Amount

$ 10,810

51,110

Net Income (Loss)

(142,658,000)

(69,790,000)