v3.25.2
Note 10 - Stock-based Compensation Expense
6 Months Ended
Jun. 30, 2025
Notes to Financial Statements  
Share-Based Payment Arrangement [Text Block]

10. Stock-Based Compensation Expense

 

2015 Equity Plan

 

The 2015 Equity Plan provides for increases to the number of shares reserved for issuance thereunder each January 1 equal to 4.0% of the total shares of the Company’s common stock outstanding as of the immediately preceding December 31, unless a lesser amount is stipulated by the Compensation Committee of the Company’s Board. On January 1, 2025, the number of shares available for future issuance under the 2015 Equity Plan increased by 348,109. As of June 30, 2025, the term of the 2015 Equity Plan had expired and no additional shares will be issued thereunder.

 

2018 Employee, Director and Consultant Equity Incentive Plan

 

On March 28, 2018, EIP adopted the 2018 Plan, which was assumed by the Company pursuant to and in accordance with the terms of the Merger Agreement. Under the 2018 Plan, the Company may issue incentive stock options, non-qualified stock options, stock grants, and other stock-based awards to employees, directors, and consultants, as specified in the 2018 Plan and subject to applicable SEC and Nasdaq rules and regulations. The Board has the authority to determine to whom options or stock will be granted, the number of shares, the term, and the exercise price. Options granted under the 2018 Plan have a term of up to ten years and generally vest over a four-year period with 25% of the options vesting after one-year of service and the remainder vesting monthly thereafter. As of June 30, 2025, there were no shares available for issuance.

 

Inducement Grants

 

During the year ended December 31, 2024, the Company granted stock options to purchase an aggregate of 71,712 shares of common stock as material inducements to the employment of five new employees, in each case, in accordance with Nasdaq Listing Rule 5635(c)(4). Each such inducement option has a term of ten years and vests over a 36-month period commencing on the last day of the month in which the grant date occurred (subject to the employee's continued employment with the Company).

 

In June 2025, the Company granted a stock option to purchase an aggregate of 54,000 shares of common stock as material inducements to the employment of a new employee in accordance with Nasdaq Listing Rule 5635(c)(4). The inducement option has a term of ten years and vests over a 36-month period commencing on the last day of the month in which the grant date occurred (subject to the employee's continued employment with the Company).

 

2025 Equity Plan

 

On April 14, 2025, the Board approved the 2025 Equity Plan, and the 2025 Equity Plan was subsequently approved by the Company's stockholders at its 2025 Annual Meeting of Stockholders on June 23, 2025. As of June 30, 2025, there were 751,400 shares available for future issuance under the 2025 Equity Plan.

 

The Company recorded stock-based compensation expense in the following expense categories of its consolidated statements of operations and comprehensive loss:

 

   

Three Months Ended

June 30,

   

Six Months Ended

June 30,

 
   

2025

   

2024

   

2025

   

2024

 

Research and development

  $ 121,159     $ 40,337     $ 244,861     $ 104,134  

General and administrative

    375,856       538,244       613,321       692,662  

Total stock-based compensation expense

  $ 497,015     $ 578,581     $ 858,182     $ 796,796  

 

The following table summarizes the activity related to all stock option grants for the six months ended June 30, 2025:

 

   

Number of

Options

   

Weighted

average

exercise price

per share

   

Weighted

average

remaining

contractual life

(in years)

   

Aggregate

intrinsic value

 

Balance at January 1, 2025

    636,802     $ 19.38       7.6          

Granted

    375,400       3.63                  

Expired

    (16,828 )     60.14                  

Outstanding at June 30, 2025

    995,374     $ 12.75       7.7        

Exercisable at June 30, 2025

    449,540     $ 20.65       6.6        

 

The Black-Scholes option pricing model was used to estimate the grant date fair value of each stock option grant at the time of grant using the following weighted-average assumptions: 

 

   

Six Months Ended June 30,

 
   

2025

 

2024

 

Expected term (in years)

  5.24 - 5.76   5.25 - 5.76  

Risk-free interest rate

  3.93 - 4.35%   4.06 - 4.46%  

Expected volatility

  71.55 - 76.68%   76.87 - 80.03%  

Dividend yield

           —    

 

At June 30, 2025, there was $2.1 million of unrecognized compensation expense that will be recognized over a weighted-average period of 2.1 years.

 

During the six months ended June 30, 2024, the Company granted 39,721 options in lieu of 2023 executive bonus compensation. No similar event occurred during the three or six months ended June 30, 2025.

 

Effective May 31, 2024, the Company separated from its former Chief Financial Officer. Based on the terms of his separation agreement, unvested shares under previously granted option awards will to continue to vest on the schedule provided for in the applicable option award agreement through September 30, 2025. The Company accounted for the change in vesting terms as an improbable-to-probable modification of his stock options and recognized $0.3 million of expense in relation to this modification during the three and six months ended June 30, 2024. In addition, the exercise period for any shares under previously granted option awards vested as of May 31, 2024 was extended to September 30, 2025. The Company accounted for the change in exercise terms as a probable-to-probable modification of his stock options and recognized $12,000 of expense in relation to this modification during the three and six months ended June 30, 2024.

 

On April 14, 2025, the Board approved the Separation Agreement with the Former COO, pursuant to which the Former COO’s employment with the Company concluded effective July 1, 2025. Based on the terms of the Separation Agreement, unvested shares under previously granted option awards will to continue to vest on the schedule provided for in the applicable option award agreement through September 30, 2026. The Company accounted for the change in vesting terms of his unvested stock options as an improbable-to-probable modification of his stock options and recognized $0.1 million of expense in relation to this modification during the three and six months ended June 30, 2025. In addition, the exercise period for any shares under previously granted option awards vested as of April 14, 2025 was extended to September 30, 2026. The Company accounted for the change in exercise terms as probable-to-probable modification of his stock options and recognized $0.1 million of expense in relation to this modification during the three and six months ended June 30, 2025.