v3.26.1
Note 13 - Stock-based Compensation
12 Months Ended
Dec. 31, 2025
Notes to Financial Statements  
Share-Based Payment Arrangement [Text Block]
Note 13. Stock-Based Compensation
 
2018 Equity Incentive Plan
 

The 2018 Equity Incentive Plan (the "2018 Plan") was replaced by the 2023 Equity Incentive Plan (the "2023 Plan"), as described below. As of  December 31, 2025, stock options outstanding under the 2018 Plan were eliminated following the reverse stock split at 1-for-19 that was effective August 15, 2025.

 

2018 Employee Stock Purchase Plan

 

In April 2024, the Company formally terminated the 2018 Employee Stock Purchase Plan (the “ESPP”). Since inception through termination, the Company issued 5 shares under the ESPP. Upon termination, all reserved shares were released back to the authorized pool.

 

2020 Inducement Equity Incentive Plan

 

The Company adopted the 2020 Inducement Equity Incentive Plan (the “2020 Plan”) in March 2020 and terminated it in April 2024. On adoption, 3 shares were reserved for issuance. At termination, the remaining reserved shares were released back to the authorized pool. No shares are reserved for future issuance under the 2020 Plan as of  December 31, 2025 and December 31, 2024.

 

2023 Equity Incentive Plan

 

In July 2023, the Company’s stockholders approved the 2023 Plan as defined above, which provided for the grant of incentive stock options, non-statutory stock options, restricted stock awards, restricted stock units, performance-based stock awards and other forms of equity compensation to the Company’s employees, directors and consultants. Stock options granted under the 2023 Plan to employees and consultants generally will vest annually over a five-year period or as determined by the Board’s Compensation Committee (the "Committee"), while grants to non-employee directors vest as determined by the Committee. As of  December 31, 2025  and  December 31, 2024 194,520  and 48,790  shares of common stock were reserved for issuance pursuant to future awards under the 2023 Plan. The number of shares available for issuance under the 2023 Plan also includes a quarterly increase commencing on September 1, 2023 by an amount equal to the lesser of (i) 10% of the number equal to the number of shares of common stock outstanding on the applicable adjustment date less the number of shares of common stock outstanding at the beginning of the fiscal quarter immediately preceding the adjustment date, but if such number is a negative number, then the increase will be zero; or (ii) such lesser number of shares as may be determined by the Board.

 

For the year ended  December 31, 2025, the Committee approved the grant of 140,373 stock options with service-based conditions and 19,987 stock options with performance-based conditions. The stock options with service-based conditions vest in equal installments over requisite service periods ranging from 2 to 5 years. Of the stock options with performance-based conditions, 11,832 contain performance conditions related to the achievement of specified quarterly sales targets in 2025 (“quarterly sales performance conditions”) and 8,155 contain performance conditions related to the achievement of tiered sales targets for 2025 (“tiered sales performance conditions”). As none of the quarterly sales performance conditions have been met and none of the tiered sales performance conditions are met, all performance-based options are forfeited as of   December 31, 2025.

 

The options granted for the 2023 Plan for the years ended December 31, 2025 and 2024  were valued using the Black-Scholes model based on the following assumptions on the date of issue:
 
Options with Time-Based Vesting Conditions
  

For the Year Ended

 
  

December 31,

 
  

2025

  

2024

 

Risk-free interest rate

  4.29 - 4.55%  4.01 - 4.65%

Volatility

  97.40 - 100%  175.36 - 214.61%

Expected dividend yield

  0%  0%

Expected life (in years)

  5.5 - 6.5   6.5 

 

Options with Performance-Based Vesting Conditions

  

For the Year Ended

 
  

December 31,

 
  

2025

  

2024

 

Risk-free interest rate

  4.55%   

Volatility

  98.00 - 98.40%   

Expected dividend yield

  0%   

Expected life (in years)

  5.3 - 5.5    

 

The following is a summary of stock option activity for the 2023 Plan options for the year ended   December 31, 2025:

 

      

Weighted

  

Weighted

     
      

Average

  

Average

  

Aggregate

 
  Stock  Exercise  Remaining  Intrinsic Value 
  

Options

  

Price

  

Life

  

(in thousands)

 

Outstanding at December 31, 2024

  3,701  $88.72   8.38  $ 

Options exercised

            

Options granted

  160,360   6.34       

Cancelled/forfeited

  (40,383)  8.59       

Outstanding at December 31, 2025

  123,678  $8.07   9.29  $ 

Vested and expected to vest at December 31, 2025

  123,678  $8.07   9.29  $ 

Exercisable at December 31, 2025

  13,017  $17.98   8.75  $ 

 

The weighted-average grant-date fair value of the 2023 Plan options granted during the years ended  December 31, 2025 and 2024 was $4.41 and $75.69 per share, respectively.

 

Non-Plan Options Issued

 

On January 6, 2025, the Board approved and issued a total of 26,315 Non-Plan Options as an employee incentive to the Chief Financial Officer. The options vest monthly over 3 years with an exercise price of $10.07 and an expiration date of January 6, 2035.

 

The Non-Plan Options issued for the years ended  December 31, 2025 and 2024 were valued using the Black-Scholes model based on the following assumptions on the date of issue:

 

  

For the Year Ended

 
  

December 31,

 
  

2025

  

2024

 

Risk-free interest rate

  4.62%  4.63%

Volatility

  97.00%  211.61%

Expected dividend yield

  0%  0%

Expected life (in years)

  5.8   6.5 

 

The following is a summary of stock option activity for the Non-Plan options for the year ended   December 31, 2025:

 

      

Weighted

  

Weighted

     
      

Average

  

Average

  

Aggregate

 
  Stock  Exercise  Remaining  Intrinsic Value 
  

Options

  

Price

  

Life

  

(in thousands)

 

Outstanding at December 31, 2024

  1,315  $101.10   9.33  $ 

Options exercised

            

Options granted

  26,315   10.07       

Cancelled/forfeited

  (1,315)  101.10       

Outstanding at December 31, 2025

  26,315  $10.07   9.02  $ 

Vested and expected to vest at December 31, 2025

  26,315  $10.07   9.02  $ 

Exercisable at December 31, 2025

  8,040  $10.07   9.02  $ 

 

The weighted-average grant-date fair value of the Non-Plan options granted during the years ended  December 31, 2025 and 2024 was $7.92 and $99.33 per share, respectively. 

 

Restricted Stock Awards

 

A summary of the restricted stock award activity for the year ended December 31, 2025 is presented below.

 

      

Weighted

 
      

Average

 
  Restricted  Grant Date 
  

Stock Awards

  

Fair Value

 

Outstanding at December 31, 2024

    $ 

Granted

  17,263   4.46 

Vested

  (17,263)  4.46 

Cancelled/forfeited

      

Outstanding at December 31, 2025

    $ 

 

Stock-based compensation expense is recorded in selling, general and administrative expenses in the consolidated statements of operations. Stock-based compensation expense for the years ended  December 31, 2025 and 2024 was $338 thousand and $54 thousand, respectively.

 

Total unrecognized estimated stock-based compensation expense by award type and the remaining weighted average recognition period over which such expense is expected to be recognized at  December 31, 2025 was as follows:

 

  

Unrecognized Expense (in thousands)

  

Remaining Weighted Average Recognition Period

 

Stock options (Non-Plan Options)

 $140   2.0 

Stock options (2023 Plan Options)

 $537   3.2 

Restricted stock awards

 $