STOCK-BASED COMPENSATION

6 Months Ended

Jun. 30, 2025

(a)

Stock-based compensation expense

The following table presents the components and classification of stock-based compensation expense recognized for stock options, cash-settled stock-based payments rights (“SPPs”), restricted stock units (“RSUs”) and shares of Common Stock issued to employees, directors and consultants:


	Three months ended June 30,				Six months ended June 30,
(in thousands)		2025 $	2024 $			2025 $		2024 $
Equity-settled stock-based payments (including stock options and RSUs)		1,541	1,695			3,244		3,194
Cash-settled stock-based payments (SPP rights)		44	(558	)		(98	)	226
Total stock-based compensation expense		1,585	1,137			3,146		3,420
Classification of stock-based compensation expense
Cost of products sold		12	1			13		2
Research and development expense		928	(38	)		1,543		819
Selling, general and administrative expense		645	1,174			1,590		2,599
Total stock-based compensation		1,585	1,137			3,146		3,420

As of June 30, 2025, there was $7.2 million of total unrecognized compensation cost related to non-vested stock-based compensation arrangements granted. That cost is expected to be recognized over a weighted-average period of 1.4 years.

(b)

Stock-based awards activity

Director options

No options were issued to directors during the three or six months ended June 30, 2025.

In March 2025, 289,500 director options were exercised, resulting in the issuance of 32,959 shares of Common Stock. Refer to Note 7 Equity.

On June 19, 2024, following approval by ATPL shareholders at the Annual General Meeting on May 29, 2024, ATPL issued options to purchase an aggregate of shares with an exercise price of $15.34 equivalent (AUD $23.00) per share to the following directors:

John Seaberg (Chair) – 75,000 options

Wayne Paterson (CEO and Managing Director) – 300,000 options

Stephen Denaro (Non-Executive Director and Company Secretary) – 50,000 options

Dr Wenyi Gu (Non-Executive Director) – 50,000 options

The above director share options expire after 5 years and vest in three tranches on the completion of at least 12, 24 and 36 months of service from the date of issue. These options were awarded as part of the existing Employee Incentive Plan.

Following Dr W. Gu’s resignation on June 6, 2025, his 50,000 unvested options were forfeited in accordance with the original terms of the awards.

Employee options

No employee options were issued during the three or six months ended June 30, 2025. During the three and six months ended June 30, 2024, the Company issued 140,000 and 158,500 employee stock options, respectively.

Consultant options and share grants

No options were issued to consultants during the three or six months ended June 30, 2025. In February 2025, 500,000 options held by consultants expired unexercised.

During the three and six months ended June 30, 2024, 1,000 ordinary shares were issued to a consultant as compensation for expert advisory services received. No amounts were payable for the issue of the ordinary shares.

RSUs

During the three months ended June 30, 2025, the Company granted an aggregate of 527,050 RSUs to employees under its Equity Incentive Plan. These RSUs generally vest over a service period of three years, subject to continued employment, and are settled in shares of the Company’s common stock upon vesting.

A total of 39,300 RSUs were forfeited upon cessation of employment during the three months ended June 30, 2025.

No RSUs were granted during the three months ended March 31, 2025 or during the three or six months ended June 30, 2024.

SPP rights

No SPP rights were issued during the three or six months ended June 30, 2025 or 2024. The carrying amount of the SPP liabilities was $0.1 million and $0.2 million as of June 30, 2025 and December 31, 2024, respectively.

Director options

The following table provides the fair value of the stock-based payments options granted to directors during the periods indicated and the inputs used in the Black-Scholes model.


	Three months ended June 30,			Six months ended June 30,
		2025	2024		2025	2024
Quantity issued during the period		-	475,000		-	475,000
Weighted average fair value per option at grant date		-	$4.87		-	$4.87
Assumptions used:
Share price at grant date		-	$12.62		-	$12.62
Exercise price		-	$ 15.29		-	$15.29
Expected volatility range		-	52.5% - 60.0%		-	52.5% - 60.0%
Expected life range		-	3 - 4 years		-	3 - 4 years
Expected dividends		-	Nil		-	Nil
Risk-free interest rate range		-	4.07% - 4.08%		-	4.07% - 4.08%

Employee options

The following table provides the weighted average fair value of options granted to employees during the periods indicated and the related weighted average inputs (based on number of options granted) used in the Black-Scholes model.


	Three months ended June 30,			Six months ended June 30,
		2025	2024		2025	2024
Quantity issued during the period		-	140,000		-	158,500
Weighted average fair value per option at grant date		-	$7.88		-	$7.66
Assumptions used:
Share price at grant date range		-	$15.23 - $15.39		-	$11.47 - $15.39
Exercise price range		-	$12.45 - $13.02		-	$10.87 - $13.02
Expected volatility range		-	57.5% - 65.0%		-	57.5% - 65.0%
Expected life range		-	3 - 4 years		-	3 - 4 years
Expected dividends		-	Nil		-	Nil
Risk-free interest rate range		-	3.68% - 3.73%		-	3.63% - 3.87%

RSUs

The weighted-average grant date fair value of RSUs granted during the three and six months ended June 30, 2025 was $3.45 per RSU. The fair value of the RSUs was determined based on the market value of the Company’s Common Stock on the grant date, which represents the fair value of the underlying shares.

SPP rights

The inputs used in the measurement of the fair values at reporting date of the SPP rights were as follows:

Service based SPP	June 30, 2025		December 31, 2024
Weighted average fair value per right	$0.06		$0.12
Share price at measurement date	$3.79		$5.58
Base price	$15.28		$15.28
Expected volatility (weighted average)	75.0	%	51.3	%
Expected life (weighted average)	0.7 years		1.2 years
Risk-free interest rate (based on government bonds)	4.15	%	4.21	%

Service and performance based SPP	June 30, 2025		December 31, 2024
Weighted average fair value per right	$0.26		$0.71
Share price at measurement date	$3.79		$5.58
Base price	$15.28		$15.28
Expected volatility (weighted average)	65.0	%	57.5	%
Expected life (weighted average)	2.2 years		2.7 years
Risk-free interest rate (based on government bonds)	3.71	%	4.27	%