v3.26.1
Note 14 - Stock-based Compensation
3 Months Ended
Mar. 31, 2026
Notes to Financial Statements  
Share-Based Payment Arrangement [Text Block]
Note 14. Stock-Based Compensation
 
2018 Equity Incentive Plan
 

The 2018 Equity Incentive Plan (the "2018 Plan") was replaced by the 2023 Equity Incentive Plan (the "2023 Plan"), as described below. As of December 31, 2025, stock options outstanding under the 2018 Plan were eliminated following the reverse stock split at 1-for-19 that was effective August 15, 2025.

 

2020 Inducement Equity Incentive Plan

 

The Company adopted the 2020 Inducement Equity Incentive Plan (the “2020 Plan”) in March 2020 and terminated it in April 2024. On adoption, 3 shares were reserved for issuance. At termination, the remaining reserved shares were released back to the authorized pool. No shares are reserved for future issuance under the 2020 Plan as of  March 31, 2026 and December 31, 2025.

 

2023 Equity Incentive Plan

 

In July 2023, the Company’s stockholders approved the 2023 Plan as defined above, which provided for the grant of incentive stock options, non-statutory stock options, restricted stock awards, restricted stock units, performance-based stock awards and other forms of equity compensation to the Company’s employees, directors and consultants. Stock options granted under the 2023 Plan to employees and consultants generally will vest annually over a five-year period or as determined by the Board’s Compensation Committee (the "Committee"), while grants to non-employee directors vest as determined by the Committee. As of  March 31, 2026 and  December 31, 2025,  67,888 and  194,520 shares of common stock were reserved for issuance pursuant to future awards under the 2023 Plan. The number of shares available for issuance under the 2023 Plan also includes a quarterly increase commencing on September 1, 2023 by an amount equal to the lesser of (i) 10% of the number equal to the number of shares of common stock outstanding on the applicable adjustment date less the number of shares of common stock outstanding at the beginning of the fiscal quarter immediately preceding the adjustment date, but if such number is a negative number, then the increase will be zero; or (ii) such lesser number of shares as may be determined by the Board.

 

For the three months ended March 31, 2026. the Committee approved the grant of 200,000 stock options with service-based conditions. The stock options vest in equal installments over requisite service period of 3 years. No stock options with performance-based conditions and were granted during the three months ended March 31, 2026

 

The options granted for the 2023 Plan for the  three months ended March 31, 2026 and 2025 were valued using the Black-Scholes model based on the following assumptions on the date of issue:
 
Options with Time-Based Vesting Conditions
  

For the Three Months Ended

 
  

March 31,

 
  

2026

  

2025

 

Risk-free interest rate

  4.11%  4.55%

Volatility

  105.06%  97.40 - 98.20%

Expected dividend yield

  0%  0%

Expected life (in years)

  5.50   5.5 - 6.5 

 

Options with Performance-Based Vesting Conditions

  

For the Three Months Ended

 
  

March 31,

 
  

2026

  

2025

 

Risk-free interest rate

     4.55%

Volatility

     98.00 - 98.40%

Expected dividend yield

     0%

Expected life (in years)

     5.3 - 5.5 

 

 

The following is a summary of stock option activity for the 2023 Plan options for the three months ended March 31, 2026:

 

      

Weighted

  

Weighted

     
      

Average

  

Average

  

Aggregate

 
  Stock  Exercise  Remaining  Intrinsic Value 
  

Options

  

Price

  

Life

  

(in thousands)

 

Outstanding at December 31, 2025

  123,678  $8.07   9.29  $ 

Options exercised

            

Options granted

  200,000   1.15       

Cancelled/forfeited

  (4,693)  8.56       

Outstanding at March 31, 2026

  318,985  $3.72   9.63  $ 

Vested and expected to vest at March 31, 2026

  318,985  $3.72   9.63  $ 

Exercisable at March 31, 2026

  28,175  $13.12   8.60  $ 

 

The weighted-average grant-date fair value of the 2023 Plan options granted during the three months ended March 31, 2026 and 2025 was $0.93 and $8.25 per share, respectively.

 

Non-Plan Options Issued

 

On January 6, 2025, the Board approved and issued a total of 26,315 Non-Plan Options as an employee incentive to the Chief Financial Officer. The options vest monthly over 3 years with an exercise price of $10.07 and an expiration date of January 6, 2035.

 

The Non-Plan Options issued for the three months ended March 31, 2026 and 2025 were valued using the Black-Scholes model based on the following assumptions on the date of issue:

 

  

For the Three Months Ended

 
  

March 31,

 
  

2026

  

2025

 

Risk-free interest rate

     4.62%

Volatility

     97.00%

Expected dividend yield

     0%

Expected life (in years)

     5.8 

 

The following is a summary of stock option activity for the Non-Plan options for the three months ended March 31, 2026:

 

      

Weighted

  

Weighted

     
      

Average

  

Average

  

Aggregate

 
  Stock  Exercise  Remaining  Intrinsic Value 
  

Options

  

Price

  

Life

  

(in thousands)

 

Outstanding at December 31, 2025

  26,315  $10.07   9.02  $ 

Options exercised

            

Options granted

            

Cancelled/forfeited

            

Outstanding at March 31, 2026

  26,315  $10.07   8.78  $ 

Vested and expected to vest at March 31, 2026

  26,315  $10.07   8.78  $ 

Exercisable at March 31, 2026

  10,233  $10.07   8.78  $ 

 

The weighted-average grant-date fair value of the Non-Plan options granted during the three months ended March 31, 2026 and 2025 was $0 and $7.92 per share, respectively.

 

Stock-based compensation expense is recorded in selling, general and administrative expenses in the condensed consolidated statements of operations. Stock-based compensation expense for the three months ended March 31, 2026 and 2025 was $64 thousand and $91 thousand, respectively. 

 

Total unrecognized estimated stock-based compensation expense by award type and the remaining weighted average recognition period over which such expense is expected to be recognized at  March 31, 2026 was as follows:

 

  

Unrecognized Expense (in thousands)

  

Remaining Weighted Average Recognition Period

 

Stock options (Non-Plan Options)

 $123   1.9 

Stock options (2023 Plan Options)

 $600   2.4