Note 5 - Share-Based Compensation

3 Months Ended

Mar. 31, 2026

Notes to Financial Statements

Share-Based Payment Arrangement [Text Block]

5. Share-Based Compensation

Harvard Apparatus Regenerative Technology Amended and Restated Equity Incentive Plan

The Company maintains the Amended and Restated Equity Incentive Plan, or the Plan, for the benefit of certain officers, employees, non-employee directors, and other key persons (including consultants and advisory board members). All options and awards granted under the Plan consist of shares of Common Stock. The Company’s policy is to issue stock available from its registered but unissued stock pool through its transfer agent to satisfy stock option exercises and the vesting of restricted stock units. The vesting period for awards is generally four years and the contractual life is ten years. Canceled and forfeited options and awards are available to be reissued under the Plan.

As of March 31, 2026, the Company’s Plan has 9,098,000 authorized shares to be issued under the Plan. There were 4,370,364 shares available for issuance as of March 31, 2026.

The following table summarizes information concerning options outstanding and exercisable:

						*Weighted-*				*Weighted-*				*Aggregate*
						*average*				*average*				*intrinsic*
						*exercise*				*contractual*				*value*
		*Amount*				*price*				*life (years)*				*(in thousands)*
Outstanding at December 31, 2025			4,641,685			$	3.72				6.2			$	200
Outstanding at March 31, 2026			4,641,685				3.72				6.0				108
Options exercisable			3,633,843				3.63				5.9				105
Options vested and expected to vest			4,620,139				3.71				6.0				108

Total unrecognized compensation expense for the remaining 860,729 performance-based awards is approximately $3.1 million as of March 31, 2026.

As of March 31, 2026, a performance condition associated with certain performance-based awards was determined to be probable of achievement. As a result, the Company recognized $194,870 of share-based compensation expense during the quarter related to these awards, representing the cumulative expense recognized based on the updated probability assessment in accordance with ASC 718. The Company recognized approximately $0.2 million and $0.02 million in share-based compensation during the three months ended March 31, 2026 and 2025, respectively.

Aggregate intrinsic value for outstanding options as of March 31, 2026 was approximately $0.1 million and was calculated as the difference between the Company’s closing stock price of $1.68 per share as of March 31, 2026 and the weighted average exercise price of $3.72. As of March 31, 2026, unrecognized compensation cost related to unvested non-performance-based awards amounted to $0.3 million, which will be recognized over a weighted-average period of 0.9 years.

The Company recorded share-based compensation expense in the following expense categories of its condensed consolidated statements of operations and comprehensive loss:

		*Three Months Ended*
		*March 31,*
		*2026*				*2025*
		(In thousands)
Research and development		$	169			$	59
General and administrative			463				426
Total		$	632			$	485