v3.26.1
Note 10 - Stock-based Compensation Stock
3 Months Ended
Mar. 31, 2026
Notes to Financial Statements  
Share-Based Payment Arrangement [Text Block]

10. Stock-Based Compensation Expense

 

2015 Equity Plan

 

In June 2015, the Company’s stockholders approved the 2015 Equity Plan, pursuant to which the Company previously issued incentive stock options, non-qualified stock options, stock grants, and other stock-based awards to employees, directors, and consultants, as specified in the 2015 Equity Plan and subject to applicable SEC and Nasdaq rules and regulations. The 2015 Equity Plan provided for increases to the number of shares reserved for issuance thereunder each January 1 equal to 4.0% of the total shares of the Company’s common stock outstanding as of the immediately preceding December 31, unless a lesser amount is stipulated by the Compensation Committee of the Company’s Board. On January 1, 2025, the number of shares available for future issuance under the 2015 Equity Plan increased by 348,109. As of March 31, 2026, the term of the 2015 Equity Plan had expired and no additional shares may be issued thereunder.

 

2018 Employee, Director and Consultant Equity Incentive Plan

 

On March 28, 2018, EIP adopted the 2018 Plan, which was assumed by the Company pursuant to and in accordance with the terms of the Merger Agreement. Under the 2018 Plan, the Company previously issued incentive stock options, non-qualified stock options, stock grants, and other stock-based awards to employees, directors, and consultants, as specified in the 2018 Plan and subject to applicable SEC and Nasdaq rules and regulations. The Board had the authority to determine to whom options or stock will be granted, the number of shares, the term, and the exercise price. Options granted under the 2018 Plan have a term of up to ten years and generally vest over a four-year period with 25% of the options vesting after one-year of service and the remainder vesting monthly thereafter. As of March 31, 2026, there were no shares available for issuance.

 

Inducement Grants

 

During the year ended December 31, 2025, the Company granted stock options to purchase an aggregate of 129,000 shares of common stock as material inducements to the employment of two new employees, in each case, in accordance with Nasdaq Listing Rule 5635(c)(4). Each such inducement option has a term of ten years and vests over a 36-month period commencing on the last day of the month in which the grant date occurred (subject to each employee's continued employment with the Company). No such grants have been made during the three months ended March 31, 2026.

 

2025 Equity Plan

 

On April 14, 2025, the Board approved the 2025 Equity Plan, and the 2025 Equity Plan was subsequently approved by the Company's stockholders at its 2025 Annual Meeting of Stockholders on June 23, 2025. As of March 31, 2026, there were 435,900 shares available for future issuance under the 2025 Equity Plan.

 

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

 

   

Three Months Ended March 31,

 
   

2026

   

2025

 

Research and development

  $ 126,710     $ 123,702  

General and administrative

    222,486       237,465  

Total stock-based compensation expense

  $ 349,196     $ 361,167  

 

The following table summarizes the activity related to all stock option grants for the three months ended March 31, 2026:

 

   

Number of

Options

   

Weighted

average

exercise price

per share

   

Weighted

average

remaining

contractual life

(in years)

   

Aggregate

intrinsic value

 

Balance at January 1, 2026

    992,701     $ 11.76       8.0          

Granted

    299,300       4.80                  

Exercised

    (6,000 )     2.30                  

Forfeited

    (195 )     5.33                  

Outstanding at March 31, 2026

    1,285,806       10.19       7.7        

Exercisable at March 31, 2026

    647,997       14.66       6.3        

 

The Black-Scholes option pricing model was used to estimate the grant date fair value of each stock option grant at the time of grant using the following weighted-average assumptions: 

 

   

Three Months Ended March 31,

 
   

2026

   

2025

 

Expected term (in years)

    5.75       5.76  

Risk-free interest rate

    3.83 %     4.35 %

Expected volatility

    69.73 %     76.68 %

Dividend yield

           

 

At March 31, 2026, there was $2.3 million of unrecognized compensation expense that will be recognized over a weighted-average period of 2.2 years.

 

On April 14, 2025, the Board approved a separation agreement with the Company’s former Chief Operating Officer, pursuant to which the executive's employment with the Company concluded effective July 1, 2025. Based on the terms of his separation agreement, unvested shares under previously granted option awards will continue to vest on the schedule provided for in the applicable option award agreement through September 30, 2026. The Company accounted for the change in vesting terms of his unvested stock options as an improbable-to-probable modification of his stock options and recognized $0.2 million of expense in relation to this modification during the year ended December 31, 2025. In addition, the exercise period for any shares under previously granted option awards vested as of April 14, 2025 was extended to September 30, 2026. The Company accounted for the change in exercise terms as probable-to-probable modification of his stock options and recognized $0.1 million of expense in relation to this modification during the year ended December 31, 2025. There was no expense recognized related to the modification during the three months ended March 31, 2026.