v3.26.1
Equity Incentive Plans and Stock-Based Compensation Expense
3 Months Ended
Mar. 31, 2026
Share-Based Payment Arrangement [Abstract]  
Equity Incentive Plans and Stock-Based Compensation Expense

Note 9. Equity Incentive Plans and Stock-Based Compensation Expense

Equity Incentive Plan

In January 2026, the Company’s Board of Directors adopted, and its stockholders approved, the 2026 Long-Term Incentive Plan (the “2026 LTIP”), which became effective on February 3, 2026 and replaced the 2019 Equity Incentive Plan (the “2019 Plan”) which was adopted on September 19, 2019. A total of 4,137,117 shares of the Company’s common stock have been reserved for issuance under the 2026 LTIP, in addition to any shares of common stock outstanding under the 2019 Plan or shares of common stock issuable in connection with the stock option awards granted to the Company’s Chief Executive Officer on April 2, 2025 that expire, are withheld by the Company for payment of an exercise price or for satisfying tax withholding obligations, or are forfeited to the Company due to failure to vest. The number of shares of common stock reserved for future issuance under the 2026 LTIP will also be increased pursuant to provisions for annual automatic evergreen increases, subject to any action by the Board of Directors that reduces the increase to a lesser number of shares for a given year.

The 2026 LTIP and 2019 Plan provide for the granting of restricted stock, incentive stock options (“ISOs”), or nonqualified stock options (“NQSOs”). Restricted stock and NQSOs may be granted to Company employees, officers, directors, and consultants. ISOs may only be granted to Company employees (including directors who are also considered employees).

Options under the 2026 LTIP and 2019 Plan may be granted for terms of up to ten years from the date of grant, provided however, that with respect to an ISO granted to a person who owns stock representing more than 10% of the total combined voting power of all classes of stock of the Company, the term shall be for no more than five years from the date of grant.

The exercise price of options granted under the 2026 LTIP and 2019 Plan must be at a price no less than 100% of the fair market value of the shares on the date of grant, as determined by the Board of Directors, provided however, that with respect to an ISO granted to an employee who at the time of grant of such option owns stock representing more than 10% of the total combined voting power of all classes of stock of the Company, the exercise price shall not be less than 110% of the fair market value of the shares on the date of grant.

Options granted under the 2026 LTIP and 2019 Plan generally vest over four years, generally 25% after one year and monthly thereafter. Annual refresher options granted to employees generally vest monthly over four years.

In January 2026, the Company’s Board of Directors adopted, and its stockholders approved, the 2026 Employee Stock Purchase Plan (the “2026 ESPP”), which became effective on February 4, 2026. A total of 539,582 shares of the Company’s common stock have been reserved for issuance under the 2026 ESPP. In addition, the number of shares reserved for future issuance under the 2026 ESPP will be increased for annual automatic evergreen increases, subject to any action by the Board of Director that reduces the increase to a lesser number of shares or provides that there will be no increase in the share reserve for a given year.

Stock-Based Compensation Expense

Stock-based compensation expense includes options granted to employees and nonemployees and has been reported in the condensed statements of operations and comprehensive loss as follows (in thousands):

 

 

 

Three Months Ended March 31,

 

 

 

2026

 

 

2025

 

Research and development

 

$

1,162

 

 

$

1,151

 

General and administrative

 

 

1,615

 

 

 

1,819

 

Total stock-based compensation expense

 

$

2,777

 

 

$

2,970