11.Stock-Based Compensation

2020 Plan

In August 2020, the Company’s sole director adopted the 2020 Equity Incentive Plan (the “2020 Plan”). Upon the effectiveness of the 2024 Plan (as defined below), the Company ceased granting additional awards under the 2020 Plan and the remaining available shares for future grant were transferred to the 2024 Plan.  The 2020 Plan allowed the Company to grant stock options, restricted stock awards, RSUs and other stock-based awards to employees, officers, directors and consultants of the Company and subsidiaries. As of December 31, 2025, 3,217,355 shares of stock options were outstanding under the 2020 Plan.

2024 Plan

In September 2024, the Board adopted the 2024 Equity Incentive Plan (the “2024 Plan”), which became effective immediately prior to the effectiveness of the registration statement for the Company’s IPO. The 2024 Plan provides for the award of incentive stock options, non-statutory stock options, stock appreciation rights, restricted stock awards, unrestricted stock, RSUs and other stock-based awards.

The number of shares reserved and available for issuance under the 2024 Plan will automatically increase each January 1, beginning on January 1, 2025 through January 1, 2034, by the number of shares equal to the lesser of (i) five percent of the aggregate number of shares of common stock outstanding as of such date, and (ii) a number of shares as may be determined by the Board on or prior to such date. As of December 31, 2025, 431,863 shares of common stock were available for issuance under the 2024 Plan.  On January 1, 2026, the shares available for issuance under the 2024 Plan was increased to 3,156,138.

2026 Inducement Plan

In December 2025, the Company’s board of directors adopted the 2026 Inducement Plan (the “2026 Inducement Plan”), which became effective December 10, 2025. The 2026 Inducement Plan provides for the award of non-qualified stock options and other awards under the 2026 Inducement Plan to persons not previously an employee or director of the Company, or following a bona fide period of non-employment, as an inducement material to such persons entering the employment of the Company. The grants constitute “employment inducement grants” in accordance with Rule 5635(c)(4) of the Nasdaq Listing Rules and are issued outside of the 2024 Plan. The inducement grants include non-statutory stock options to purchase shares of the Company’s common stock and RSUs. The inducement grants have terms and conditions consistent with those set forth under the 2024 Plan and vest under the same respective vesting schedules as stock option awards and RSUs granted under the 2024 Plan. The Company’s initially reserved 1,000,000 shares of common stock for the issuance of awards under the 2026 Inducement Plan. As of December 31, 2025, 1,000,000 shares of common stock were available for issuance under the 2026 Inducement Plan.

Stock Options

The Company has granted stock-based awards with either service or performance based vesting conditions. Compensation expense related to awards to employees and directors with service based vesting conditions is recognized on a straight-line basis based on the grant date fair value over the associated service period of the award, which is generally the vesting term. Compensation expense related to awards to employees with performance based vesting conditions is recognized based on the grant date fair value once the achievement of the performance condition is probable.  

From time to time, the Company grants equity awards to newly hired employees as an inducement to enter into employment with the Company. The grants constitute "employment inducement grants" in accordance with Rule 5635(c)(4) of the Nasdaq Listing Rules and are issued outside of the 2024 or 2026 Plans. The inducement grants include non-statutory stock options to purchase shares of the Company's common stock and RSUs. The inducement grants are granted under individual inducement agreements and have terms and conditions consistent with those set forth under the 2024 Plan and vest under the same respective vesting schedules as stock option awards and RSU awards granted under the 2024 Plan. The inducement grants are included in the stock option award tables below. As of December 31, 2025, the Company granted 1,062,000 non-statutory stock options as inducement grants. No inducement grants were awarded during the year ended December 31, 2024.

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The table below presents the weighted-average assumptions used in estimating the fair values of stock options granted during the years ended December 31, 2025 and 2024:

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The weighted-average grant date fair value of options granted during the years ended December 31, 2025 and 2024, was $10.30 and $11.38 per share, respectively. The fair value is being expensed over the associated service period of the award on a straight-line basis based on the grant date fair value or once the achievement of the performance condition is probable.

The following table presents a summary of the Company’s stock option activity and related information:

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The aggregate intrinsic value of the stock options is calculated as the difference between the exercise price of the options and the fair value of the Company’s common stock for those stock options that had an exercise price lower than the fair value of the Company’s common stock as of the measurement date of December 31, 2025. There were 510,113 options

exercised for the year ended December 31, 2025, resulting in total proceeds of $4.1 million and 38,427 options exercised for the year ended December 31, 2024, resulting in total proceeds of $0.3 million.

Restricted Stock Units

The Company granted to certain employees RSUs that are subject to time-based vesting conditions, that vest equally over four years, assuming continued employment. RSUs with time-based vesting conditions are valued on the grant date using the grant date market value price of the underlying shares of the Company’s common stock. The Company did not grant any RSU’s in 2024. The following table summarizes the Company’s RSU activity:

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No RSUs vested during the year ended December 31, 2025.

As of December 31, 2025, unrecognized stock-based compensation expense was $83.7 million, which is expected to be recognized over a weighted average period of 2.8 years. The total fair value of equity awards vested during the years ended December 31, 2025 and 2024 was $27.1 million and $4.6 million, respectively.

The Company recognized stock-based compensation expense related to the issuance of equity awards to employees, directors and consultants in the consolidated statement of operations as follows (in thousands):

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Employee Stock Purchase Plan

In September 2024, the Board adopted the 2024 Employee Stock Purchase Plan (the “ESPP”), which became effective immediately prior to the effectiveness of the registration statement for the Company’s IPO. The number of shares of common stock available under the ESPP will automatically increase on January 1st of each year, beginning on January 1, 2025 through January 1, 2034, by the number of shares equal to the lesser of (i) one percent of the aggregate number of shares of common stock outstanding as of such date, and (ii) a number of shares as may be determined by the Board on or prior to such date, up to a maximum of 1,000,000 shares in the aggregate per year.  During the year ended December 31, 2025, there were 42,768 shares issued under the ESPP. As of December 31, 2025, a total of 773,122 shares were available for future issuance under the ESPP. On January 1, 2026, the shares of common stock reserved for issuance under the ESPP was 1,317,977.