v3.26.1
SHARE-BASED COMPENSATION
3 Months Ended
Mar. 31, 2026
SHARE-BASED COMPENSATION  
SHARE-BASED COMPENSATION

Note 11  Share-based compensation

 

The Company adopted its 2024 Equity Incentive Plan in January 2024 to provide equity-based compensation incentives in the form of options, restricted stock unit awards, performance awards, restricted stock awards, stock appreciation rights, and other forms of awards to employees, directors and consultants, including employees and consultants or affiliates, to purchase the Company’s common stock in order to motivate, reward and retain personnel. Upon adoption, an aggregate of 1,700,000 shares of common stock was reserved for grant and issuance pursuant to the equity incentive plan. On November 17, 2025, the stockholders of the Company approved and adopted an amendment to the Company’s 2024 Equity Incentive Plan, as amended, at its 2025 annual meeting of stockholders to increase the number of shares of common stock available for issuance thereunder from 1,700,000 to 4,200,000.

 

A summary of option activity for the three months ended March 31, 2026, and the year ended December 31, 2025, is presented below:

 

 

 

Number of Options

 

Weighted-Average Exercise Price

 

Weighted-Average Remaining Contractual Term (In Years)

 

Outstanding - January 1, 2025

 

938,453

 

$

5.08

 

9.20

 

Granted

 

727,901

 

$

1.21

 

9.41

 

Exercised

 

 

$

 

 

Modified/Cancelled

 

 

$

 

 

Expired/Forfeited

 

(698,754)

 

$

4.88

 

 

Outstanding - December 31, 2025

 

967,600

 

$

3.14

 

8.58

 

Granted

 

125,000

 

$

2.91

 

9.86

 

Exercised

 

(132,136)

 

$

3.32

 

 

Modified/Cancelled

 

 

$

 

 

Expired/Forfeited

 

(117,897)

 

$

2.13

 

 

Outstanding - March 31, 2026

 

842,567

 

$

3.28

 

9.10

 

Exercisable - March 31, 2026

 

263,403

 

$

4.23

 

8.79

 

 

Options granted during the three months ended March 31, 2026 and 2025, were valued using the Black-Scholes option-pricing model with the following assumptions.

 

 

 

For the Three Months Ended

 

 

 

March 2026

 

Weighted average grant date fair value

 

$

2.21

 

Expected term (years)

 

 

3.99-5.87

 

Risk-free interest rate

 

 

4.32

%

Expected volatility

 

 

65.00

%

Expected dividends yield

 

 

%

Exercise price

 

$

2.25-3.90

 

 

 

 

For the Three Months Ended

 

 

 

March 31, 2025

 

Weighted average grant date fair value

 

$

3.04

 

Expected term (years)

 

 

5.14-5.52

 

Risk-free interest rate

 

 

4.0-4.1

%

Expected volatility

 

 

68.0

%

Expected dividends yield

 

 

%

Exercise price

 

$

2.93

 

 

The Company estimates its expected volatility by using a combination of historical share price volatilities of similar companies within the Company’s industry. The risk-free interest rate assumption is based on observed interest rates for the appropriate term of the Company’s options on a grant date. The expected option term assumption is estimated using the simplified method and is based on the mid-point between vest date and the remaining contractual term of the option, since the Company does not have sufficient exercise history to estimate expected term of its historical option awards.

 

Share-based compensation related to options is included in the unaudited condensed consolidated statements of operations as follows:

 

 

 

Three Months Ended March 31,

 

(in thousands)

 

2026

 

2025

 

General and administrative

 

$

103

 

$

227

 

Total

 

$

103

 

$

227

 

 

Compensation costs related to non-vested option rewards not yet recognized as of March 31, 2026 was $971 thousand and will be recognized over the next 3 years.

 

A summary of restricted stock units (“RSUs”) activity for the three months ended March 31, 2026, and the year ended December 31, 2025, is presented below:

 

 

 

Number of Units

 

Weighted Average Grant Date FV

 

RSUs outstanding at January 1, 2025

 

255,716

 

$

4.13

 

Granted

 

247,091

 

$

2.60

 

Vested

 

(134,522)

 

$

3.61

 

Forfeited

 

(217,138)

 

$

5.51

 

RSUs outstanding at December 31, 2025

 

151,147

 

$

         2.66

 

Granted

 

344,600

 

$

3.85

 

Vested

 

(31,958)

 

$

3.61

 

Forfeited

 

(6,875)

 

$

1.56

 

RSUs outstanding at March 31, 2026

 

456,914

 

$

3.51

 

 

The total fair value of RSUs vested during the three months ended March 31, 2026 and 2025, was $115 thousand and $140 thousand, respectively.

 

Stock-based compensation related to RSUs is included in the unaudited condensed consolidated statements of operations as follows:

 

 

 

Three Months Ended March 31,

 

(in thousands)

 

2026

 

2025

 

General and administrative

 

$

158

 

$

81

 

Total

 

$

158

 

$

81

 

 

Of the RSUs granted during the three months ended March 31, 2026, 234,100 were determined to be time-based RSUs. Total compensation cost related to non-vested time-based RSUs not yet recognized as of March 31, 2026, was approximately $1,199 thousand which will be recognized on a straight-line basis through the end of the vesting period in 2029. Total compensation cost related to non-vested performance-based RSUs not yet recognized as of  March 31, 2026 was approximately $320 thousand.

 

Warrants

 

As of March 31, 2026, and December 31, 2025, the Company had the following warrants outstanding:

 

 

 

 Number of Shares

 

 Weighted-Average Exercise Price

 

 Weighted-Average Remaining Contractual Term (In Years)

 

Warrants outstanding - January 1, 2025

 

101,672

 

$

7.06

 

4.40

 

Issued

 

 

$

 

 

Exercised

 

 

$

 

 

Expired

 

 

$

 

 

Warrants outstanding - December 31, 2025

 

101,672

 

$

7.06

 

2.92

 

Issued

 

94,625

 

$

13.21

 

4.81

 

Exercised

 

(55,000)

 

$

10.00

 

 

Expired

 

 

$

 

 

Warrants outstanding - March 31, 2026

 

141,297

 

$

10.03

 

3.75

 

Warrants exercisable - March 31, 2026

 

141,297

 

$

10.03

 

3.75