CalciMedica, Inc. Stock Compensation Disclosure
7. Stock-based Compensation
2023 Equity Incentive Plan
The Company adopted 2023 Equity Incentive Plan (the “2023 Plan”), which became effective at the closing of the Merger and replaced our 2020 Equity Incentive Plan (“2020 Plan”) on the effective date of the Merger. As of the effective date of the Merger, there were 1,000,000 shares of the Company’s common stock available for grant under the 2023 Plan. In addition, the share reserve is subject to annual increases each January 1 for the first ten years following approval of the 2023 Plan of up to 5% of shares of the Company’s common stock outstanding (or a lesser number determined by the Company’s board of directors). As of December 31, 2025, 55,937 options have been returned of which all (granted under the 2023 Plan) are available for future grant. Effective January 1, 2024, the shares reserved for issuance under the 2023 Plan was increased by 287,725 shares. Effective March 28, 2024, the Board approved an increase of 1,500,000 shares of the Company’s common stock reserved under the 2023 Plan, which was subsequently approved by the stockholders of the Company on August 27, 2024. Effective on January 1, 2025, the shares reserved for issuance under the 2023 Plan was increased by 674,095 shares. On April 23, 2025 the Board approved an increase of 600,000 shares of the Company’s common stock reserved for issuance under the 2023 Plan, which was subsequently approved by the stockholders of the Company on June 24, 2025. As of December 31, 2025, 35,022 shares of the Company’s common stock were available for grant under the 2023 Plan.
2023 Employee Stock Purchase Plan
The Company adopted the 2023 Employee Stock Purchase Plan (the “2023 ESPP”) which became effective at the closing of the Merger. As of the effective time of the Merger, there were 65,000 shares of the Company’s common stock reserved for issuance under the 2023 ESPP. In addition, the share reserve is subject to annual increases each January 1 for the first ten years following approval of the 2023 ESPP of the lesser of (i) 1% of the total number of shares of the Company’s common stock outstanding on December 31 of the preceding calendar year, (ii) 195,000 shares of the Company’s common stock, or (iii) such lesser number of shares of the Company’s common stock as determined by the Company’s board of directors. Annual increases of 57,545 and 134,819 shares of the Company’s common stock were automatically added to the share reserve under the 2023 ESPP on January 1, 2024 and 2025, respectively. As of December 31, 2025, 257,364 shares of the Company’s common stock were available for grant under the 2023 ESPP.
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As of December 31, 2025, no shares have been issued under the 2023 ESPP.
The following table summarizes the stock option transactions for the 2023 Plan:
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Total Options |
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Weighted Average Exercise Price |
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Weighted Average Remaining Contractual Term (years) |
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Aggregate Intrinsic Value (in thousands) |
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Outstanding at December 31, 2024 |
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2,824,443 |
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$ |
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5.51 |
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8.15 |
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$ |
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316 |
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Granted |
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2,100,089 |
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1.52 |
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9.38 |
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10,413 |
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Exercised |
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(15,187 |
) |
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1.55 |
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— |
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— |
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Forfeited/Cancelled |
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(55,937 |
) |
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2.16 |
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— |
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— |
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Outstanding at December 31, 2025 |
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4,853,408 |
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$ |
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3.87 |
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8.10 |
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$ |
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15,936 |
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Vested and exercisable at December 31, 2025 |
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2,704,266 |
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$ |
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4.65 |
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7.50 |
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$ |
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7,548 |
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There were 15,187 options exercised and 2,100,089 options granted during the year ended December 31, 2025. The weighted-average fair value of options granted during the years ended December 31, 2025 and 2024 was $1.28 and $4.14 per share, respectively. The total fair value of shares vested was $2.8 million and $5.0 million for the year ended December 31, 2025 and December 31, 2024, respectively.
As of December 31, 2025, stock-based compensation not yet recognized is $4.6 million, which the Company expects to recognize over an estimated weighted-average term of 2.4 years.
The following is the range of underlying assumptions in Black-Scholes to determine the fair value of the stock option grants for the years ended December 31, 2025 and 2024:
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Year Ended December 31, |
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2025 |
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2024 |
Risk free interest rate |
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3.50% |
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3.15% |
Expected volatility |
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102% |
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97% |
Expected term (years) |
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5.87 |
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6.01 |
Expected dividend yield |
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0% |
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0% |
Restricted Stock Units (“RSU”)
The fair value of RSUs is determined on the date of grant based on the market price of the Company’s common stock on that date. The aggregate grant date fair value of RSUs vested during the year ended December 31, 2025 was $35,000.
The following table summarizes restricted stock unit activity for the 2023 Plan:
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Number of Restricted Stock Units |
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Weighted Average Grant Date Fair Value |
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Weighted Average Remaining Contractual Term (years) |
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Aggregate Intrinsic Value (in thousands) |
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Nonvested at December 31, 2024 |
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40,000 |
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$ |
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3.50 |
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3.75 |
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$ |
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264 |
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Vested |
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(10,000 |
) |
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— |
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— |
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— |
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Nonvested at December 31, 2025 |
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30,000 |
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$ |
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3.50 |
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2.75 |
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$ |
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198 |
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Expected to vest at December 31, 2025 |
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30,000 |
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$ |
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3.50 |
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2.75 |
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$ |
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198 |
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Stock-based Compensation Expense
Stock-based compensation expense recognized for options and restricted stock units granted was as follows (in thousands):
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Year Ended December 31, |
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2025 |
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2024 |
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Research and development |
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$ |
998 |
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$ |
840 |
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General and administrative |
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1,973 |
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1,473 |
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Total stock-based compensation expense |
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$ |
2,971 |
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$ |
2,313 |
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Common Stock Reserved for Future Issuance
Common stock reserved for future issuance consists of the following at December 31, 2025:
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December 31, |
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2025 |
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Common stock warrants |
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3,993,784 |
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Stock options issued and outstanding |
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4,853,408 |
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Restricted stock units outstanding |
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30,000 |
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Shares available for issuance under the 2023 Plan |
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35,022 |
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Shares available under the 2023 ESPP |
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257,364 |
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Total |
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9,169,578 |
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Historical Timeline
| Fiscal Year | Filed | |
|---|---|---|
| 2025 | Mar 3, 2026 | Showing above |
| 2024 | Mar 27, 2025 | |
| 2023 | Mar 28, 2024 | |
| 2022 | Mar 9, 2023 | |
| 2021 | Mar 11, 2022 | |
| 2020 | Mar 5, 2021 | |
About Stock Compensation Disclosures
Stock-based compensation disclosures detail the equity awards granted to employees and executives — including stock options, restricted stock units (RSUs), and performance shares — along with the valuation methods and assumptions used to expense them. This section reveals the true cost of talent retention and the alignment between management incentives and shareholder interests.
Key signals: total unrecognized compensation expense and its expected recognition period signal future earnings headwinds from already-granted awards. For stock options, examine Black-Scholes assumptions — expected volatility, risk-free rate, and expected term — as understating any of these reduces reported compensation expense. Compare stock compensation expense as a percentage of revenue against peers to assess dilution cost. Watch vesting schedules for acceleration clauses tied to change-of-control events. Performance-based awards with undemanding targets may indicate weak governance. Add back stock compensation to operating cash flow to calculate a more conservative free cash flow figure.