18. Equity Incentive Plans and Share-Based Payments

2021 Omnibus Incentive Plan

In 2021, the Board adopted, and our shareholders approved, the 2021 Omnibus Incentive Plan (“2021 Plan”), under which the maximum contractual term is 10 years for stock options issued. On June 12, 2024, the stockholders of the Company approved an amendment to the 2021 Plan to increase the number of shares authorized for issuance by 3,483,010 shares, from 266,990 shares to 3,750,000 shares. As of December 31, 2025, there were 1,200,101 shares available for future awards under the amended 2021 Plan.

Non-qualified stock options

We maintain the 2021 Plan for the benefit of our officers, directors and employees. Employee stock options granted under the 2021 Plan generally vest in equal annual installments over three years or semi-annually over one year in accordance with the respective award agreements and are exercisable for a period of up to ten years from the grant date. Non-employee director options vest in equal monthly installments following the date of grant and will be fully vested on the one-year anniversary of the date of grant. All stock options are exercisable at a price equal to or greater than the market value of the common shares underlying the option on the grant date.

The Company recognizes the grant-date fair value of share-based awards granted as compensation expense on a straight-line basis over the requisite service period. The fair value of stock options is estimated at the time of grant using either a Lattice model, or the BSM model for “plain vanilla’ options, each of which requires the use of inputs and assumptions such as the fair value of the underlying stock, exercise price of the option, expected term, risk-free interest rate, expected volatility and dividend yield. The Company elects to account for forfeitures as they occur. The assumptions and key inputs for the stock options granted in 2025 which were valued using the Lattice model were: exercise price of $1.00, risk-free rate of approx. 4.3%, volatility of 95%, a dividend yield of 0.0%, and an option exercise multiple of 2.50x. The assumptions and key inputs for the stock options granted in 2024 valued using the BSM model were: exercise price of $0.99 to $1.38, risk-free rate of approx. 4.2% to 4.3%, volatility of 100%, expected term of 5.24 to 6 years, and a dividend yield of 0.0%.

The total grant-date fair value of options granted during the years ended December 31, 2025 and 2024 was $0.4 million and $1.1 million, respectively. The weighted average grant-date fair value of options granted during the years ended December 31, 2025 and 2024 was $0.61 and $0.82, respectively.

Share-based compensation expense related to stock options of $0.7 million and $0.8 million was recorded in selling, general and administrative expenses, with a negligible amount recorded as research and development on the accompanying consolidated statement of operations for the years ended December 31, 2025 and 2024, respectively.

Options outstanding and exercisable under the employee share option plan as of December 31, 2025 and 2024, and a summary of option activity during the year then ended is presented below.

 Schedule of Stock Option Activity

As of December 31, 2025, there was $0.7 million of unrecognized compensation cost related to unvested stock options held by employees and directors, which is expected to be recognized over a weighted-average period of 1.25 years.

Share-Based Compensation (RSUs)

RSUs will vest either annually over two years, or semi-annually over one year in accordance with the respective award agreements, subject to the recipient’s continued service with the Company through the applicable vesting dates. The fair value of each RSU is estimated based on the closing market price of the Company’s common stock on the grant date.

Share-based compensation expense related to RSUs of $0.3 million and $0.2 million for the RSUs was recorded in selling, general and administrative expenses in the accompanying consolidated statement of operations for the years ended December 31, 2025 and 2024.

As of December 31, 2025, there was $0.2 million of unrecognized compensation cost related to unvested RSUs, which is expected to be recognized over a weighted-average period of 1.0 years.

The following table summarizes the activity for RSUs during the year ended December 31, 2025 and December 31, 2024:

 Schedule of Restricted Stock Units