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

8. Stock-based compensation

In January 2021, the Company adopted the 2021 Equity Incentive Plan (“2021 Plan”). The 2021 Plan provides for the granting of incentive stock options, non-statutory stock options, restricted stock awards, restricted stock units, equity appreciation rights,

performance awards, and other equity-based awards. The Company's employees, officers, independent directors, and other persons are eligible to receive awards under the 2021 Plan. The 2021 Plan provides for increases to the number of shares reserved for issuance thereunder each January 1 equal to 4% of the total shares of the Company's common stock outstanding as of immediately preceding December 31, unless a lesser amount is stipulated by the Company's Board of Directors, which resulted in an increase of 668,297 shares authorized to be issued under the 2021 Plan. As of December 31, 2025, 3,239,368 shares of the Company’s common stock were authorized to be issued, of which 145,221 shares were available for future issuance.

 

The amount, terms of grants, and exercisability provisions are determined and set by the Company's Board of Directors or compensation committee. The Company measures employee stock-based awards at grant-date fair value and records compensation expense on a straight-line basis over the vesting period of the award. The Company has recorded stock-based compensation related to its options and common stock issued outside the 2021 Plan in the accompanying statements of operations as follows:

 

 

Years Ended December 31,

 

 

2025

 

 

2024

 

General and administrative

 

$

2,802,174

 

 

$

1,588,667

 

Research and development

 

 

1,488,141

 

 

 

1,074,872

 

 

$

4,290,315

 

 

$

2,663,539

 

Stock options

The Company has issued service-based stock options that generally have a contractual term of up to 10 years and may be exercisable in cash or as otherwise determined by the Board of Directors. Vesting generally occurs over a period of not greater than four years.

The following table summarizes the activity for the year ended December 31, 2025:

 

 

 

 

 

 

 

 

Weighted

 

 

 

 

 

 

 

 

Weighted
Average

 

 

Average
Remaining

 

 

Aggregate

 

 

 

 

 

Exercise

 

 

Contractual

 

 

Intrinsic

 

 

Options

 

 

Price

 

 

Term (Years)

 

 

Value

 

Outstanding at January 1, 2025

 

 

2,228,658

 

 

$

5.08

 

 

 

8.4

 

 

 

 

Granted

 

 

924,196

 

 

$

6.04

 

 

 

 

 

 

 

Exercised

 

 

(35,114

)

 

$

1.08

 

 

 

 

 

$

166,440

 

Forfeited

 

 

(146,502

)

 

$

4.80

 

 

 

 

 

 

 

Outstanding at December 31, 2025

 

 

2,971,238

 

 

$

5.44

 

 

 

8.0

 

 

$

2,537,068

 

Exercisable at December 31, 2025

 

 

1,878,719

 

 

$

4.95

 

 

 

7.6

 

 

$

2,370,662

 

Vested and expected to vest at December 31, 2025

 

 

2,971,238

 

 

$

5.44

 

 

 

8.0

 

 

$

2,537,068

 

 

As of December 31, 2025, the unrecognized compensation cost was $5.1 million, and will be recognized over an estimated weighted-average amortization period of 1.5 years.

The fair value of options is estimated using the Black-Scholes option pricing model, which takes into account inputs such as the exercise price, the estimated fair value of the underlying common stock at the grant date, expected term, estimated stock price volatility, risk-free interest rate, and dividend yield. The fair value of stock options granted during the years ended December 31, 2025 and 2024 was determined using the methods and assumptions discussed below.

The expected term of employee stock options with service-based vesting is determined using the “simplified” method, as prescribed in SEC’s Staff Accounting Bulletin (“SAB”) No. 107, whereby the expected term equals the arithmetic average of the vesting term and the original contractual term of the option due to the Company’s lack of sufficient historical data.
The expected stock price volatility is based on historical volatility of comparable public entities within the Company’s industry, which were commensurate with the expected term assumption as described in SAB No. 107.
The risk-free interest rate is based on the interest rate payable on U.S. Treasury securities in effect at the time of grant for a period that is commensurate with the expected term.
The expected dividend yield is 0% because the Company has not historically paid, and does not expect, for the foreseeable future, to pay a dividend on its common stock.

The grant date fair value of each option grant was estimated using the Black-Scholes option-pricing model using the following weighted-average assumptions:

 

 

Years Ended December 31,

 

 

 

2025

 

 

2024

 

Risk-free interest rate

 

 

4.4

%

 

 

4.2

%

Expected term (years)

 

 

5.7

 

 

 

5.7

 

Expected volatility

 

 

96.99

%

 

 

106.32

%

Expected dividend yield

 

 

0.0

%

 

 

0.0

%

 

Common stock issued outside the 2021 Plan

During the years ended December 31, 2025 and 2024, the Company’s Board of Directors approved the issuance of 10,000 and 5,000, respectively, shares of common stock to external consultants in exchange for professional services rendered, which immediately vested upon grant. After vesting, shares of common stock were immediately issued. The shares of common stock are not registered with the Securities Exchange Commission (“SEC”) and, as a result, are considered a restricted share. The fair value of common stock issued outside of the 2021 Plan is equal to the fair market value price of the Company's common stock on the date of grant. The weighted average fair value for the common stock issued during the years ended December 31, 2025 and 2024 were $6.02 and $8.02, respectively. The stock-based compensation expense was immaterial for the years ended December 31, 2025 and 2024.