Share-Based Compensation (Tables)
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3 Months Ended |
12 Months Ended |
Mar. 31, 2025 |
Dec. 31, 2024 |
| Share-Based Compensation [Abstract] |
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|
| Schedule of Share-Based Compensation Expense |
The Company did not record share-based compensation expense during the three months ended March 31, 2024.
| | |
Three Months Ended
March 31, | |
| | |
2025 | |
| General and administrative | |
$ | 964,632 | |
| Research and development | |
| 19,761 | |
| Total share-based compensation | |
$ | 984,393 | |
|
The Company recorded share-based compensation
expense in the following expense categories of its accompanying consolidated statements of operations:
| | |
Year Ended December 31, | |
| | |
2024 | | |
2023 | |
| General and administrative | |
$ | 1,303,546 | | |
$ | 52,000 | |
| Research and development | |
| 20,390 | | |
| — | |
| Total share-based compensation | |
$ | 1,323,936 | | |
$ | 52,000 | |
|
| Schedule of Option Activity |
The following table summarizes stock option activity for the three
months ended March 31, 2025:
| | | Options | | | Weighted Average Exercise Price | | | Weighted Average Remaining Life (Years) | | | Balance at December 31, 2024 | | | 2,537,602 | | | $ | 5.60 | | | | 7.85 | | | Granted | | | — | | | | — | | | | | | | Exercised | | | (147,579 | ) | | | 0.28 | | | | | | | Forfeited | | | (11,850 | ) | | | 5.11 | | | | | | | Balance at March 31, 2025 | | | 2,378,173 | | | $ | 5.89 | | | | 7.67 | | | Vested and expected to vest | | | 2,378,173 | | | $ | 5.89 | | | | 7.67 | | | Exercisable at the end of the period | | | 1,026,508 | | | $ | 0.18 | | | | 5.67 | |
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The following table summarizes option activity
for the year ended December 31, 2024:
| | | Options | | | Weighted Average Exercise Price | | | Weighted Average Remaining Life (Years) | | | Balance at January 1, 2024 | | | 1,335,078 | | | $ | 0.23 | | | | 5.83 | | | Granted | | | 1,371,415 | | | | 10.23 | | | | | | | Exercised | | | (160,991 | ) | | | 0.48 | | | | | | | Forfeited | | | (7,900 | ) | | | 10.23 | | | | | | | Balance at December 31, 2024 | | | 2,537,602 | | | $ | 5.60 | | | | 7.85 | | | Vested and expected to vest | | | 2,537,602 | | | $ | 5.60 | | | | 7.85 | | | Exercisable at the end of the period | | | 1,174,087 | | | $ | 0.19 | | | | 5.90 | |
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| Schedule of RSU Activity |
The following table summarizes RSU with Service-Only Conditions
activity for the three months ended March 31, 2025:
| | |
Awards | | |
Weighted Average Grant Date Fair
Value | |
| Balance at December 31, 2024 | |
| 520,300 | | |
$ | 8.13 | |
| Granted | |
| 465,044 | | |
| 8.18 | |
| Exercised | |
| — | | |
| — | |
| Forfeited | |
| (4,500 | ) | |
| 5.11 | |
| Balance at March 31, 2025 | |
| 980,844 | | |
$ | 8.17 | |
The following table summarizes RSU with Market-Based Conditions
activity for the three months ended March 31, 2025:
| | |
Awards | | |
Weighted Average Grant Date Fair
Value | |
| Balance at December 31, 2024 | |
| — | | |
$ | — | |
| Granted | |
| 496,483 | | |
| 10.09 | |
| Exercised | |
| — | | |
| — | |
| Forfeited | |
| — | | |
| — | |
| Balance at March 31, 2025 | |
| 496,483 | | |
$ | 10.09 | |
|
The following table summarizes RSU activity for
the year ended December 31, 2024:
| | |
Awards | | |
Weighted Average Grant Date Fair Value | |
| Balance at January 1, 2024 | |
| — | | |
$ | — | |
| Granted | |
| 523,300 | | |
| 8.15 | |
| Vested | |
| — | | |
| — | |
| Forfeited | |
| (3,000 | ) | |
| 10.23 | |
| Balance at December 31, 2024 | |
| 520,300 | | |
$ | 8.13 | |
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| Schedule of Assumptions Used to Estimate the Fair Value of the RSUs With Market-based Conditions |
The following summarizes the assumptions
used to estimate the fair value of the RSUS with market-based conditions that were granted during the three months ended March 31,
2025: | RSUs - Market-Based Conditions | | | | | Expected term - years | | | 2.9 | | | Expected volatility | | | 89.7 | % | | Risk-free interest rate | | | 4.3 | % | | Expected dividends | | | — | |
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|
| Schedule of Options Granted |
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The following tables provide additional detail
about the options granted during the year ended December 31, 2024:
| Grant Date | |
NSO Options(1) (#) | | |
Exercise Price ($) | |
| June 6, 2024 | |
| 651,737 (3) | | |
| 10.23 | |
| September 9, 2024(2) | |
| 177,747 | | |
| 10.23 | |
| (1) | One-fourth of the total number of shares of Class A common
stock subject to the NSOs vest and become exercisable on June 6, 2025, and one-sixteenth of the total number of shares of Class A
common stock subject to the Option shall vest and become exercisable on each three (3)-month anniversary thereafter, subject to the applicable
employee’s continued service through the applicable vesting date |
| | |
| (2) | The vesting commencement date for NSOs granted on September 9,
2024 is June 6, 2024. Per ASC 718-10-35-2, compensation cost for an award of share-based compensation is recognized over the
requisite service period. The service period for these awards begins on grant date. The Company considered the requirement in ASC 718-10-35-8
when recognizing current period expense. |
| | |
| (3) | 7,900 options were forfeited during the year ended December 31,
2024 which resulted in a reversal of share-based compensation expense of $2,667 as the Company accounts for forfeitures as they occur. |
| Non-employee Directors |
| Grant Date | |
NSO Options(1) (#) | | |
Exercise Price ($) | |
| June 6, 2024 | |
| 99,540 | | |
| 10.23 | |
| (1) | These NSOs vest and become exercisable in full on the earlier
of (i) the one year anniversary of the grant date and (ii) the date of the next annual shareholders’ meeting of the Company
following the grant date, subject to the applicable non-employee director’s continued service through the applicable vesting date. |
| Non-employee Equity Method Investees |
| Grant Date | |
NSO Options(1) (#) | | |
Exercise Price ($) | |
| June 6, 2024 | |
| 65,832 | | |
| 10.23 | |
| September 9, 2024(2) | |
| 376,560 | | |
| 10.23 | |
| (1) | One-fourth of the total number of shares of Class A common
stock subject to the NSOs vest and become exercisable on June 6, 2025, and one-sixteenth of the total number of shares of Class A
common stock subject to the Option shall vest and become exercisable on each three (3)-month anniversary thereafter, subject to the applicable
recipient’s continued service through the applicable vesting date |
| | |
| (2) | The vesting commencement date for NSOs granted on September 9,
2024 is June 6, 2024. Per ASC 718-10-35-2, compensation cost for an award of share-based compensation is recognized over the
requisite service period. The service period for these awards begins on grant date. The Company considered the requirement in ASC 718-10-35-8
when recognizing current period expense. |
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| Schedule of Fair Value of NSOs Determined Using Black-Scholes Option-Pricing Model |
|
The fair value of the NSOs were determined using
the Black-Scholes option-pricing model and were based on the following weighted average assumptions:
| | | Grant Date | | | | June 6, 2024 | | | September 9, 2024 | | | Incentive Plan | | | | | | | | | | Expected term – years | | | 6.1 | | | | 10.0 | | | Expected volatility | | | 29.5 | % | | | 28.5 | % | | Risk-free interest rate | | | 4.2 | % | | | 3.7 | % | | Expected dividends | | | — | | | | — | |
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| Schedule of RSUs Granted |
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The following tables provide additional detail
about the RSUs granted during the year ended December 31, 2024:
| Employees |
| Grant Date | |
Awards(1) (#) | | |
Grant Date Fair Value ($) | |
| June 6, 2024 | |
| 247,500 | (3) | |
| 10.23 | |
| September 9, 2024(2) | |
| 70,000 | | |
| 5.11 | |
| (1) | These awards vest as to 25% of the total awards granted on each
of the first four anniversaries of the applicable vesting commencement date, subject to the applicable employee’s continued service
through the applicable vesting date. |
| | |
| (2) | The vesting commencement date for RSUs granted on September 9,
2024 is June 6, 2024. Per ASC 718-10-35-2, compensation cost for an award of share-based compensation is recognized over the
requisite service period. The service period for these awards begins on grant date. The Company considered the requirement in ASC 718-10-35-8
when recognizing current period expense. |
| | |
| (3) | 3,000 awards were forfeited during the year ended December 31,
2024 which resulted in a reversal of share-based compensation expense of $2,666 as the Company accounts for forfeitures as they occur. |
| Non-employee Directors |
| Grant Date | |
Awards(1) (#) | | |
Grant Date Fair Value ($) | |
| June 6, 2024 | |
| 37,800 | | |
| 10.23 | |
| (1) | These awards vest in full on the earlier of (i) the one
(1) year anniversary of the grant date and (ii) the date of the next annual shareholders’ meeting of the Company following
the grant date, subject to the applicable non-employee director’s continued service through the applicable vesting date. |
| Non-employee Equity Method Investees |
| Grant Date | |
Awards(1) (#) | | |
Grant Date Fair Value ($) | |
| June 6, 2024 | |
| 25,000 | | |
| 10.23 | |
| September 9, 2024(2) | |
| 143,000 | | |
| 5.11 | |
| (1) | These awards vest as to 25% of the total awards granted on each
of the first four anniversaries of the applicable vesting commencement date, subject to the applicable recipient’s continued service
through the applicable vesting date. |
| (2) | The vesting commencement date for RSUs granted on September 9, 2024 is June 6, 2024. Per ASC 718-10-35-2,
compensation cost for an award of share-based compensation is recognized over the requisite service period. The service period for these
awards begins on grant date. The Company considered the requirement in ASC 718-10-35-8 when recognizing current period expense. |
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