v3.25.4
Share-Based Compensation
12 Months Ended
Dec. 31, 2025
Share-Based Payment Arrangement [Abstract]  
Share-Based Compensation

NOTE 9. Share-Based Compensation

In June 2024 at the Company’s 2024 Annual Meeting of Stockholders (the "2024 Annual Meeting"), the stockholders of the Company approved an amendment to the Company’s 2019 Omnibus Equity Incentive Plan (as amended, the “2019 Plan”) which, among other things, increased the aggregate number of shares authorized for use in making awards to eligible persons under the 2019 Plan by 2,000,000 shares, for a total of up to 10,750,000 shares available for issuance. As of December 31, 2025, a total of 903,396 shares remain available for future issuance under the 2019 Plan, subject to the terms of the 2019 Plan.

In October 2021, the Company adopted the 2021 Inducement Equity Incentive Plan which covers the award of up to 1,000,000 shares of common stock (the “2021 Plan”) effective as of October 15, 2021. Approval of the Company’s stockholders is not required as a condition to the effectiveness of the 2021 Plan for so long as the plan is in compliance with applicable Nasdaq inducement plan rules. In April 2022, the compensation committee of the Company’s board of directors approved a proposal to reduce the total number of shares available for future issuance under the 2021 Plan to 130,000. Pursuant to the terms of the plan, shares underlying awards that are forfeited, cancelled, or terminated without issuance are returned to the share reserve. As of December 31, 2025, a total of 162,164 shares remain available for future issuance under the 2021 Plan, subject to the terms of the 2021 Plan.

Share Options

The following table presents the weighted-average assumptions used in the Black-Scholes valuation model by the Company in calculating the fair value of stock options granted:

 

 

 

For the Year Ended December 31,

 

 

 

2025

 

 

2024

 

 

2023

 

Expected life (in years)

 

 

6.01

 

 

 

5.88

 

 

 

6.04

 

Expected volatility

 

 

104.7

%

 

 

91.4

%

 

 

76.1

%

Expected dividend yield

 

 

%

 

 

%

 

 

%

Risk-free interest rate

 

 

4.23

%

 

 

4.24

%

 

 

3.91

%

Grant date weighted average fair value

 

$

11.81

 

 

$

22.62

 

 

$

18.87

 

 

The following table summarizes the Company’s stock option activity for the year ended December 31, 2025:

 

 

 

Number of
Shares

 

 

Weighted-
Average
Exercise Price

 

 

Weighted-
Average
Remaining
Contractual
Term (Years)

 

Aggregate
Intrinsic Value
(in thousands)

 

Outstanding – December 31, 2024

 

 

8,078,752

 

 

$

32.38

 

 

7.2

 

$

9,247

 

Granted

 

 

2,029,190

 

 

$

11.37

 

 

 

 

 

 

Exercised

 

 

(103,440

)

 

$

10.72

 

 

 

 

 

 

Forfeited/cancelled

 

 

(1,135,895

)

 

$

33.90

 

 

 

 

 

 

Outstanding – December 31, 2025

 

 

8,868,607

 

 

$

29.20

 

 

6.26

 

$

13,333

 

Exercisable – December 31, 2025

 

 

6,046,218

 

 

$

33.12

 

 

5.45

 

$

8,652

 

 

At December 31, 2025, the total unrecognized compensation cost of $30.1 million will be recognized over the weighted-average remaining service period of approximately 2.5 years. The fair value of the options vested during the years ended December 31, 2025 , 2024 and 2023 was $29.3 million, $40.5 million and $35.3 million, respectively. The total intrinsic value of options exercised during the years ended December 31, 2025, 2024 and 2023 was $0.5 million, $3.3 million and $4.3 million, respectively.

Restricted Stock Units

In August 2023, the Company granted 18,786 restricted stock units (“RSUs”) to its board of directors, when the market value of the Company's common stock was $34.92 per share. These RSUs fully vested at the Company's 2024 annual stockholders' meeting. However, the release of the units remains subject to specific conditions and will occur only in the event of a board separation or a change in control.

The following table summarizes the Company’s RSU activity for the year ended December 31, 2025:

 

 

 

Number of
Shares

 

 

Weighted-
Average
Grant
Date
Fair Value

 

Outstanding – December 31, 2024

 

 

18,786

 

 

$

34.92

 

Awarded

 

 

-

 

 

 

 

Released

 

 

-

 

 

 

 

Forfeited

 

 

-

 

 

 

 

Outstanding – December 31, 2025

 

 

18,786

 

 

$

34.92

 

 

Share-based compensation expenses included in the Company’s statements of operations and comprehensive income loss for the years ended December 31, 2025, 2024 and 2023 were:

 

 

 

For the Year Ended December 31,

 

(in thousands)

 

2025

 

 

2024

 

 

2023

 

Research and development

 

$

13,248

 

 

$

18,456

 

 

$

14,950

 

General and administrative

 

 

12,160

 

 

 

19,532

 

 

 

19,699

 

Total

 

$

25,408

 

 

$

37,988

 

 

$

34,649