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

9. STOCK-BASED COMPENSATION

Employee equity plan

In March 2020, the Company’s board of directors and stockholders approved the 2020 Stock Option and Grant Plan (“2020 Plan”). Holders of stock options under the 2020 Plan are entitled to exercise the vested portion of the stock option during the term of the grant. If a qualified exit, as defined in the 2020 Plan, occurs before the stock option vests, then all of the holders’ unvested options shall vest immediately.

In October 2020, the Company’s board of directors and stockholders approved the 2020 Equity Incentive Plan (“2020 Equity Plan”). Following the adoption of the 2020 Equity Plan, no further equity awards were issued under the 2020 Plan. Stock-based awards granted under the 2020 Equity Plan generally vest over a four-year period and expire ten years from the grant date.

In November 2022, the Company’s board of directors approved the 2022 Inducement Plan (the “Inducement Plan”), which allows for the grant of equity awards to be made to new employees where the equity award is a material inducement to an employee entering into employment with the Company. The Inducement Plan was adopted by the Company’s board of directors without stockholder approval pursuant to Nasdaq Listing Rule 5635(c)(4). In December 2025, the Company’s board of directors approved an increase of 7,990,000 shares of Common Stock reserved for issuance under the Inducement Plan. A total of 8,000,000 shares of the Common Stock have been reserved for issuance under the Inducement Plan, and 4,031,947 shares of Common Stock remain available for grant as of March 31, 2026. During the three months ended March 31, 2026, 2,700,513 options were granted under the Inducement Plan at a weighted average exercise price of $24.34. The weighted average remaining contractual terms for the shares is 10 years. No equity grants were issued under the Inducement Plan during the three months ended March 31, 2025.

In February 2026, the Company’s stockholders approved the 2026 Equity Incentive Plan (“2026 Equity Plan”). Following the adoption of the 2026 Equity Plan, no further equity awards will be issued under the 2020 Equity Plan. The initial share pool under the 2026 Equity Plan was 9,299,832 shares of Common Stock, subject to certain adjustments in the event of a change in the Company’s capitalization. Stock-based awards granted under the 2026 Equity Plan generally vest over a four-year period and expire ten years from the grant date. Shares available for grant under the 2026 Equity Plan cumulatively increase by 5% of the

number of shares of Common Stock issued and outstanding on January 1st each year until 2035. At March 31, 2026, the Company had 8,863,267 shares available for future grant under the 2026 Equity Plan.

In February 2026, the Company's stockholder adopted the 2026 Employee Stock Purchase Plan (the “2026 ESPP”). The number of shares of our common stock reserved for issuance under the 2026 ESPP is equal to 619,989 subject to an annual increase, to be added on the first day of each fiscal year, beginning January 1, 2027, equal to the lesser of (1) 1% of the number of shares of common stock outstanding on the first day of such fiscal year; (2) 1,000,000 shares of our common stock; or (3) such other amount as determined by our Board. As of March 31, 2026, the Company had not issued any shares under the 2026 ESPP.

The following table sets forth the activity for the Company’s stock options during the periods presented:

 

 

 

Number of
Options

 

 

Weighted-
average
exercise
price per
share

 

 

Weighted-
average
remaining
contractual
term
(in years)

 

 

Aggregate
intrinsic
value

 

Outstanding at December 31, 2025

 

 

983,375

 

 

$

28.38

 

 

 

9.2

 

 

 

8,477,387

 

Granted

 

 

3,137,078

 

 

$

24.16

 

 

 

 

 

 

 

Exercised

 

 

(60,500

)

 

$

7.00

 

 

 

 

 

 

 

Cancelled

 

 

(14,138

)

 

$

79.24

 

 

 

 

 

 

 

Outstanding at March 31, 2026

 

 

4,045,815

 

 

$

24.25

 

 

 

9.6

 

 

$

11,421,580

 

Vested and expected to vest at
   March 31, 2026

 

 

4,045,815

 

 

$

24.25

 

 

 

9.6

 

 

$

11,421,580

 

Vested and exercisable at March 31,
   2026

 

 

2,033,579

 

 

$

25.33

 

 

 

9.3

 

 

$

10,483,127

 

 

The weighted-average grant date fair value of all stock options granted during the three months ended March 31, 2026 was $19.79. The intrinsic value at March 31, 2026 and December 31, 2025 is based on the closing price of the Common Stock on that date of $25.90 and $23.01 per share, respectively.

The Company uses a Black-Scholes option pricing model to determine fair value of its stock options. The Black-Scholes option pricing model includes various assumptions, including the fair value of common shares, expected life of stock options, the expected volatility based on the historical volatility of a publicly traded set of peer companies and the expected risk-free interest rate based on the implied yield on a U.S. Treasury security. The fair values of the options granted were estimated based on the Black-Scholes model, using the following assumptions:

 

 

For the Three Months Ended March 31,

 

 

 

2026

 

 

2025

 

Risk-free interest rate

 

 

4.0

%

 

 

4.5

%

Expected term (in years)

 

 

7.0

 

 

 

6.0

 

Expected volatility

 

 

101.6

%

 

 

95.3

%

Expected dividend yield

 

 

0.0

%

 

 

0.0

%

Paramora warrant obligation

On November 10, 2025, in connection with the Asset Acquisition, the Company assumed the Paramora Warrant Obligation which provided for an annual equity grant of warrants for Paramora to purchase 1% of the then outstanding shares of Common Stock, on a fully diluted basis, on the last business day of each calendar year during the term of the Paragon Option Agreement, at the fair market value determined by the board of directors of the Company. The Company determined that the 2025 and 2026 grants are two separate grants, as there would be no obligation for the 2026 grant had the Company exercised or terminated all of the options under the Paragon Option Agreement prior to December 31, 2026. The service inception period for the grant precedes the grant date, with the full award being vested as of the grant date with no post-grant date service requirement.

As of March 31, 2026, the pro-rated estimated fair value of the warrants to be granted on December 31, 2026, was approximately $20.2 million. For the three months ended March 31, 2026, $5.0 million was recognized as stock compensation expense related to the amortized expense of the Paramora Warrant Obligation. There was no similar expense for the three months ended March 31, 2025. As of March 31, 2026, the unamortized expense related to the Paramora Warrant Obligation was $15.2 million.

The following table summarizes the assumptions used in calculating the fair value of the warrant obligation for the three months ended March 31, 2026:

 

 

For the Three Months Ended March 31,

 

 

 

2026

 

Expected volatility

 

 

106.2

%

Expected term (in years)

 

 

10.0

 

Risk-free interest rate

 

 

4.3

%

Expected dividend yield

 

 

0.0

%

The Company settled its 2025 obligations under the Paramora Warrant Obligation by issuing Paramora warrants to purchase 628,302 shares of Common Stock, less the $23.01 per share exercise price of each warrant. As of March 31, 2026, none of the warrants issued under the Paramora Warrant Obligation have been exercised.

Restricted stock units

In January 2024, the Company granted 34,200 restricted stock units (“RSUs”) to its employees under the 2020 Equity Plan. The weighted average grant date fair value of the time-based RSUs was $23.75 for the three months ended March 31, 2026. The RSUs vest 33% after one-year from the grant date and 17% every six-months thereafter, subject to continued service to the Company through the applicable vesting dates. For the three months ended March 31, 2026 and 2025, the Company recognized $0.7 million and $23,000 in expense related to the RSUs.

The following table sets forth the activity for the Company’s RSUs during the periods presented:

 

 

Restricted
Stock Units

 

 

Weighted-
average
grant date fair
value

 

Total nonvested units at December 31, 2025

 

 

7,800

 

 

$

17.75

 

Granted

 

 

955,005

 

 

$

23.75

 

Vested

 

 

(5,292

)

 

$

17.75

 

Total nonvested units at March 31, 2026

 

 

957,513

 

 

$

23.73

 

Stock-based compensation

The grant date fair value of stock awards vested during the three months ended March 31, 2026 and 2025 was $3.2 million and $0.2 million, respectively. Total unrecognized compensation expense related to unvested options granted under the Company’s stock-based compensation plan was $97.1 million at March 31, 2026, which is expected to be recognized over a weighted average period of 9.6 years. The Company recorded stock-based compensation expense related to the issuance of stock as follows (in thousands):

 

 

For the Three Months Ended March 31,

 

 

 

2026

 

 

2025

 

Research and development (1)

 

$

6,286

 

 

$

5

 

General and administrative

 

 

1,832

 

 

 

174

 

Total Stock-based compensation

 

$

8,118

 

 

$

179

 

(1) For the three months ended March 31, 2026, $5.0 million, was recognized as stock compensation expense related to the Paramora Warrant Obligation. There were no such expenses for the three months ended March 31, 2025.