Annual report [Section 13 and 15(d), not S-K Item 405]

Stock-based Compensation

v3.26.1
Stock-based Compensation
12 Months Ended
Dec. 31, 2025
Share-Based Payment Arrangement [Abstract]  
Stock-based Compensation

Note 16 – Stock-based Compensation

 

2013 Plan

 

On August 2, 2013, the Company’s Board adopted the 2013 Equity Compensation Plan (as amended to date, the “2013 Plan”) pursuant to the terms described herein. The 2013 Plan was approved by the stockholders on August 7, 2013. Effective May 8, 2014, upon the approval of the Company’s Board and its stockholders, the Company amended and restated the 2013 Plan, primarily to include “evergreen” provisions, which provided that the number of shares of common stock available for issuance under the 2013 Plan is subject to an automatic annual increase on January 1 of each year beginning in 2015; to amend the definition of “fair market value”; and to increase the limits on awards under the Plan. The 2013 Plan, which expired on May 7, 2024, provided for the granting of incentive stock options, nonqualified stock options, restricted stock units, performance units, and stock purchase rights.

 

As of December 31, 2025, there were 434,334 awards, including both restricted stock grants and option grants, issued and exercised under the 2013 Plan and no remaining shares available for grant under the 2013 Plan.

 

2025 Plan

 

On April 30, 2025, the Company’s Board, subject to the approval of its stockholders, which was received on June 23, 2025, adopted a new 2025 Equity Incentive Plan (the “2025 Plan”) to succeed the 2013 Plan. The general purpose of the 2025 Plan is to provide an incentive to its employees, directors, consultants and advisors by enabling them to share in the future growth of our business. The term of the 2025 Plan is 10 years.

 

As of December 31, 2025, there were 116,500 options outstanding and 646,548 remaining shares available for grant under the 2025 Plan.

 

The Company recognized stock-based compensation expense (options and restricted share grants) in the following expense categories of its consolidated statements of operations as follows:

 

    2025     2024  
    Year Ended December 31,  
    2025     2024  
Research and Development   $ 85     $ 1,087  
General and Administrative     938       2,108  
Total   $ 1,023     $ 3,195  

 

Stock Options

 

The following table summarizes the Company’ stock option activity and related information for the period from January 1, 2024 to December 31, 2025:

 

    Number of Options     Weighted
Average
Exercise Price
    Weighted
Average
Contractual
Term
in Years
 
Outstanding at January 1, 2024     934,243     $ 41.67       7.4  
Granted                    
Exercised                    
Forfeited     (188,618 )     18.97          
Expired     (58,269 )     56.76          
Outstanding at December 31, 2024     687,356     $ 46.71       4.6  
Granted     116,500       0.59          
Exercised                    
Forfeited     (3,101 )     20.19          
Expired     (343,536 )     47.19          
Outstanding at December 31, 2025     457,219     $ 34.76       6.5  

 

 

The following table summarizes outstanding options at December 31, 2025, by their exercise price:

 

Range of Exercise Prices   Number Outstanding     Weighted
Average
Exercise Price
Per Share
 
$0.59 - $12.35     207,102     $ 5.73  
$21.50 - $30.50     69,571     $ 25.96  
$46.00 - $68.00     139,871     $ 55.14  
$113.50 - $166.00     40,675     $ 127.53  
      457,219     $ 34.76  

 

As of December 31, 2025, the number of vested shares underlying outstanding options was 285,211 at a weighted average exercise price of $34.76. None of these outstanding options were in-the-money as of December 31, 2025, therefore they had no intrinsic value. As of December 31, 2025, there was $773 of total unrecognized share-based compensation. Such costs are expected to be recognized over a weighted average period of approximately 1.7 years.

 

All outstanding options expire ten years from date of grant. Options granted to employees prior to 2018 vest in equal monthly installments over three years. Beginning in 2018, options granted to employees vest over four years, with 25% of the shares vesting on the first annual anniversary of grant and the remaining shares vesting in 36 equal monthly installments over the following 3 years.

 

The resulting compensation expense for stock options is generally recognized on a straight-line basis over the requisite service period of the award. No awards were granted under the Plan during the year ended December 31, 2024. The following weighted-average assumptions were used to calculate share-based compensation for awards granted under the Plan during the year ended December 31, 2025:

 

Volatility     119.5% - 128.9 %
Risk-free interest rate     4.00% - 4.35 %
Grant date fair value for options awarded during 2025   $

0.82

 
Dividend yield     0.0 %
Expected life     6.0 - 10.0 years  

 

The Company does not have sufficient historical information to develop reasonable expectations about future exercise patterns and post-vesting employment termination behavior. Hence, the Company uses the “simplified method” described in Staff Accounting Bulletin (SAB) 107 to estimate the expected term of share option grants.

 

The expected stock price volatility assumption is based on the Company’s historical stock price volatility.