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

10. SHARE-BASED COMPENSATION

 

The following is a summary of share-based compensation expenses reported in the consolidated condensed statements of operations and comprehensive loss for the three months ended March 31, 2026 and 2025:

 

 

 

For the Three Months Ended March 31,

 

 

2026

 

2025

Research and Development

 

$

460

 

$

-

General and Administrative Expenses

 

 

123,642

 

 

186,763

Total Share-Based Compensation Expense Included in Operating Expenses

 

$

124,102

 

$

186,763

 

Share-Based Compensation under 2022 Equity Incentive Plan

 

On November 22, 2022, the Company adopted the 2022 Equity Incentive Plan (the “2022 Plan”), which provides for the grant of stock options, stock appreciation rights, restricted stock, restricted stock units and performance awards to eligible employees, directors and consultants, to be granted from time to time by the Board of Directors of the Company. To date, the Company has granted shares of common stock, restricted stock units, stock options to employees, nonemployees, and directors under the 2022 Plan. As of March 31, 2026, the number of remaining shares available for issuance under the 2022 Plan is equal to 95,284.

 

Stock Options

 

The Company grants stock options to employees, nonemployees, and directors with exercise prices equal to the closing price of the underlying shares of the Company’s common stock on the Nasdaq Capital Market on the date that the options are granted. Options granted generally have a term of five to ten years from the grant date and are subject to vesting as determined in the individual award agreement. The Company estimates the fair value of stock options on the grant date by applying the Black-Scholes option pricing valuation model.

 

There were no stock options granted during the three months ended March 31, 2026. During the three months ended March 31, 2025, Company granted a total of 30,000 stock options at a weighted average per share exercise price of $26.20. These options are subject to vesting annually in five equal tranches, with the first 20% tranche fully vested on the date of grant and thereafter, vest on the last date of each fiscal year beginning December 31, 2025. The weighted average grant date fair value of options granted during the three months ended March 31, 2025 was $18.20.

 

The following table summarizes the significant assumptions used in determining the fair value of options granted during the three months ended March 31, 2026 and 2025:

 

 

For the Three Months Ended March 31,

 

2026

 

2025

Weighted-average grant date fair value

$

 N/A

 

$

18.20

Risk-free interest rate

 

 N/A

 

 

4.36%

Expected volatility

 

 N/A

 

 

90.00

Expected term (years)

 

 N/A

 

 

4.50

Expected dividend yield

 

 N/A

 

 

0.00%

 

For the three months ended March 31, 2026 and 2025, the Company recognized $79,524 and $142,645 of compensation expense related to stock option awards, respectively.

 

Restricted Stock Units

 

Compensation cost for service-based RSUs is based on the grant date fair value of the award, which is the closing market price of the Company’s common stock on the grant date multiplied by the number of shares awarded.

 

On March 4, 2026, the Company entered into a consulting agreement with an external consultant to provide strategic advisory services. As consideration for such services, the consultant is entitled to receive equity compensation in the form of shares of the Company’s common stock. These awards are accounted for as nonemployee share-based compensation under ASC 718. Pursuant to the agreement, the Company agreed to grant 20,000 restricted stock units (“RSUs”) that vested in full on the effective date of the agreement, and an additional 2,500 RSUs for each month of service thereafter, provided the agreement remains in effect. The agreement has an initial term of 12 months and may be terminated at the Company’s option upon seven days’ prior notice. The shares vested during the three months ended March 31, 2026, plus the first monthly installment for April 2026, were issued in Q2 2026 (see Note 12 – Subsequent Events).

 

For the three months ended March 31, 2026, the Company granted 20,000 RSUs under this agreement with a grant date fair value of $2.27 per share, all of which vested in full on the grant date. The Company recognized stock-based compensation expense of $45,400 related to these vested RSUs during the three months ended March 31, 2026.  

 

For the three months ended March 31, 2025, no RSUs were granted or vested, and the Company recognized no stock-based compensation expense related to RSUs.

  

Share-Based Payments to Vendors for Services

 

In 2023, the Company issued shares of common stock as share-based payments to certain vendors in exchange for services to be rendered to the Company in the future. For fully vested, nonforfeitable equity instruments that are granted at the date the Company and a nonemployee enter into an agreement for goods or services, the Company recognizes the fair value of the equity instruments as a prepaid asset on the grant date, as defined in ASC 718. The corresponding cost is expensed over the service period depending on the specific facts and circumstances of the agreement with the nonemployee. As of March 31, 2026, the remaining unamortized balance of prepaid assets related to these share-based payments for which the grant date criteria has been met is $151,309 ($195,887 at December 31, 2025), which is presented as a component of prepaid and other assets on the accompanying consolidated condensed balance sheets. Of this amount, $22,059 will be recognized ratably over the remaining service period through May 15, 2026. The remaining $129,250 will be recognized as the related research and development services are provided, which the Company estimates will occur within one year.

 

The agreements with the nonemployees do not include any provisions to claw back the share-based payments in the event of nonperformance by the nonemployees. Subject to applicable federal and state securities laws, the nonemployees can sell the received equity instruments.