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

9. Equity-Based Compensation

Equity-Based Compensation Expense

The Company has classified equity-based compensation expense in its condensed consolidated statements of operations as follows:

 

 

 

Three Months Ended
March 31,

 

 

 

2026

 

 

2025

 

Research and development

 

$

1,900

 

 

$

1,102

 

General and administrative

 

 

3,252

 

 

 

2,239

 

Total

 

$

5,152

 

 

$

3,341

 

Equity Incentive Plans

As of March 31, 2026, the Company’s approved equity incentive plans include: the 2018 Omnibus Incentive Plan (the “2018 Plan”); Amended and Restated 2020 Equity Incentive Plan, as amended (the “2020 Plan”); the Amended and Restated 2021 Employee Stock Purchase Plan; and the 2024 Inducement Stock Incentive Plan (the “2024 Plan”). These plans are administered by the Board of Directors (the “Board”) and permit the granting of stock options, stock appreciation rights, restricted stock, restricted stock units (the “RSUs”), performance awards, and other stock-based or cash-based awards. Upon the adoption of the 2020 Plan, the Company no longer grants new equity awards under its 2018 Plan. Service based awards to employees generally vest over a four-year period with 25% of such awards vesting following twelve months of continued employment or service. The remaining awards vest in either monthly or yearly installments over the following three years. Stock options granted under the Company’s equity incentive plans expire ten years from the date of grant.

 

Amended and Restated 2020 Equity Incentive Plan

On June 12, 2025 and June 11, 2024, the Company's stockholders approved amendments to the 2020 Plan to increase the number of shares of common stock reserved for issuance under the plan by 9,000,000 shares and 2,000,000 shares, respectively. As of March 31, 2026, there were 5,272,653 stock options outstanding, 4,426,590 RSUs outstanding, 1,555,642 performance stock units outstanding, and 9,412,791 shares remained available for future issuance under the 2020 Plan.

2024 Inducement Stock Incentive Plan

In March 2024, the Board approved the 2024 Plan, which provides for the reservation of 1,000,000 shares of common stock for equity granted as an inducement material to the individual’s entering into employment with the Company and in accordance with the requirements of Nasdaq Stock Market Rule 5635(c)(4). As of March 31, 2026, there were 100,000 stock options outstanding, 801,123 RSUs outstanding, and 10,147 shares remained available for future issuance under the 2024 Plan.

Stock Options

The table below summarizes the activity with respect to stock options for the three months ended March 31, 2026:

 

 

 

Number of
Options

 

 

Weighted
Average
Exercise
Price

 

 

Remaining Contractual Life (in years)

 

 

Aggregate Intrinsic Value

 

Outstanding at January 1, 2026

 

 

4,378,145

 

 

$

12.04

 

 

 

8.23

 

 

$

1,077

 

Granted

 

 

1,760,362

 

 

$

6.59

 

 

 

 

 

 

 

Exercised

 

 

(5,122

)

 

$

3.45

 

 

 

 

 

 

 

Expired

 

 

(362

)

 

$

166.00

 

 

 

 

 

 

 

Forfeitures

 

 

(3,633

)

 

$

6.78

 

 

 

 

 

 

 

Outstanding at March 31, 2026

 

 

6,129,390

 

 

$

10.47

 

 

 

8.50

 

 

$

5,431

 

Vested and expected to vest at March 31, 2026

 

 

6,129,390

 

 

$

10.47

 

 

 

8.50

 

 

$

5,431

 

Exercisable at March 31, 2026

 

 

2,000,461

 

 

$

19.20

 

 

 

6.95

 

 

$

1,182

 

 

The assumptions used in the Black-Scholes option-pricing model for all stock options granted during each period presented are as follows:

 

 

 

Three Months Ended
March 31,

 

 

2026

 

2025

Common stock price

 

$5.45 - $6.60

 

$4.10

Expected volatility

 

96.6% -97.4%

 

112.1%

Expected dividends

 

0.0%

 

0.0%

Expected term (in years)

 

5.31 - 6.08

 

5.31

Risk-free rate

 

3.8% - 3.9%

 

4.4%

The weighted average grant date fair values of stock options granted during the three months ended March 31, 2026 and 2025 were $5.22 and $3.39, respectively.

The Company recognized $2.1 million and $1.3 million of equity-based compensation expense in connection with stock options during the three months ended March 31, 2026 and 2025, respectively. As of March 31, 2026, there was $18.0 million of total unrecognized equity-based compensation expense related to unvested stock options, which is expected to be recognized over a weighted average period of 2.8 years.

Restricted Stock Units

The following table summarizes activity with respect to RSUs during the three months ended March 31, 2026:

 

 

 

Units

 

 

Weighted-
Average
Grant Date
Fair Value

 

Nonvested RSUs at January 1, 2026

 

 

3,809,777

 

 

$

4.93

 

Granted

 

 

2,232,271

 

 

$

6.58

 

Vested

 

 

(675,385

)

 

$

4.64

 

Forfeitures

 

 

(52,146

)

 

$

5.70

 

Nonvested RSUs at March 31, 2026

 

 

5,314,517

 

 

$

5.65

 

 

The Company recognized $2.0 million and $1.0 million of equity-based compensation expense in connection with RSUs during the three months ended March 31, 2026 and 2025, respectively. As of March 31, 2026, there was $27.4 million of total unrecognized equity-based compensation expense related to nonvested RSUs, which is expected to be recognized over a weighted average period of 3.2 years.

Performance Stock Units

In June 2024, the Board approved a grant of performance-based restricted stock unit awards (“PSUs” or “Performance Awards”) to the Company’s executive team. Each PSU represents the contingent right to receive one share of the Company’s common stock. These Performance Awards provide for the vesting of 25% of the target number of underlying RSUs granted upon the achievement of each of four independent performance milestones predetermined by the Board (“Performance Milestones”), subject to the grantee’s continued service with the Company (the “Approval Conditions”).

The Performance Milestones are tied to the achievement of certain business objectives and are non-market and non-financial in nature.

In the first quarter of 2026, the Board determined that the first performance milestone was achieved and 25% of the target number of shares vested for each executive officer upon such determination. In the first quarter of 2026, the Board also determined that a second performance milestone was achieved and that 25% of the target number of shares for the executive officers will vest on the 2027 Evaluation Date, which will occur in the first quarter of 2027, subject to such executive officer’s continued service to the company on such date. The Board will determine whether the remaining two performance conditions have been satisfied and the remaining number of units that may vest on the 2027 Evaluation Date. The percentage of the RSUs allocable to any Performance Milestone that has not been achieved on or prior to the 2027 Evaluation Date shall be cancelled.

 

The following table summarizes activity with respect to PSUs during the three months ended March 31, 2026:

 

 

 

Units

 

 

Weighted
Average
Grant Date
Fair Value

 

Nonvested PSUs at January 1, 2026

 

 

2,074,188

 

 

$

7.51

 

Granted

 

 

 

 

$

 

Vested

 

 

(518,546

)

 

$

7.51

 

Forfeitures

 

 

 

 

$

 

Nonvested PSUs at March 31, 2026

 

 

1,555,642

 

 

$

7.51

 

The Company recognized $1.0 million of equity-based compensation expense in connection with PSUs during the three months ended March 31, 2026 and 2025. As of March 31, 2026, there was $2.6 million of unrecognized equity-based compensation expense related to nonvested PSUs based on the achievement of all Performance Milestones, which is expected to be recognized over a weighted average period of 0.9 years.