v3.26.1
Stock Option Plan
3 Months Ended
Mar. 31, 2026
Share-Based Payment Arrangement [Abstract]  
Stock Option Plan
11.
Stock Option Plan

Stock Option Plans

On February 10, 2022, the Company adopted the 2022 Plan, which has been subsequently amended (the “Plan”). The Plan provides for the issuance of incentive and nonqualified common stock options to employees, directors, and certain consultants. The Plan is administered by the Board which determines the awards to be granted, including the number of common shares subject to the awards, the exercise price and the vesting schedule. The total number of common shares reserved and available for grant and issuance under the Plan is 3,418,162 shares plus (a) shares that are subject to issuance under the Company’s 2012 Equity Incentive Plan (the “Prior Plan”) but cease to be subject to an award for any reason other than exercise of stock option or settlement of such award and (b) shares that were issued under the Prior Plan which are repurchased or which are forfeited, used to pay withholding obligations with respect to any award granted under the Prior Plan or pay the exercise price of a stock option granted under the Prior Plan.

Stock options must be granted with an exercise price equal to the common stock’s fair market value at the date of grant. Stock options generally have 10-year terms and vest over a four-year period starting from the date specified in each agreement. Certain stock options are subject to accelerated vesting upon a change in control, as defined in the respective grant agreements. As of March 31, 2026, there were 257,247 common stock options available for the Company to grant under the Plan.

 

2026 Equity Plans

In April 2026, the Board and the Company's stockholders adopted and approved the 2026 Stock Option and Incentive Plan, or the 2026 Plan, which became effective on April 28, 2026, the date immediately preceding the date that the registration statement on Form S-1 for the Company's IPO was declared effective by the SEC. The 2026 Plan initially reserved 4,160,000 shares of common stock for future issuances and is subject to automatic increases in the number of shares of common stock reserved for future issuances in accordance with the evergreen provisions in the 2026 Plan. The shares reserved for future issuance under the 2022 Plan ceased to be available for issuance at the time the 2026 Plan became effective. Any shares underlying outstanding stock awards granted under the 2022 Plan that subsequently expire or are repurchased, forfeited, cancelled, or withheld will return to the 2026 Plan and be reserved and available for issuance. The Company granted 2,387,705 of common stock options subject to service-based vesting to certain executive officers, directors, and employees at the time of effectiveness of the 2026 Plan with an exercise price equal to $18.00 per share.

In April 2026, the Board and the Company's stockholders adopted and approved the 2026 Employee Stock Purchase Plan, or the 2026 ESPP, which became effective on April 28, 2026, the date immediately preceding the date that the registration statement on Form S-1 for the Company's IPO was declared effective by the SEC. The 2026 ESPP initially reserved 370,000 shares of common stock for future issuance and is subject to automatic increases in the number of shares of common stock reserved for future issuances in accordance with the evergreen provisions in the 2026 ESPP.

Employee Stock Options Valuation

The Company estimates the fair value of stock options on the date of grant using the Black-Scholes option-pricing model. The Black-Scholes option-pricing model requires estimates of highly subjective assumptions, which affect the fair value of each stock option. The assumptions used to determine the fair values of stock options granted to employees, directors, and certain consultants are as follows:

 

 

 

Three Months Ended

 

 

 

March 31, 2026

 

Risk-free interest rate

 

3.8% -3.9 %

 

Expected life of options (in years)

 

5.5-6.1

 

Expected volatility of underlying stock

 

62.3% -79.7 %

 

Fair value of underlying common stock

 

$2.89-$8.27

 

Expected dividend yield

 

 

%

 

There were no options granted during the three months ended March 31, 2025.

The following table summarizes the stock option activity:

 

 

 

Number
of Stock
Options

 

 

Weighted
Average
Exercise
Price
(per share)

 

 

Remaining
Contractual
Life
(in years)

 

 

Aggregate
Intrinsic
Value
(in thousands)

 

Outstanding as of December 31, 2025

 

 

4,088,900

 

 

$

4.92

 

 

 

8.20

 

 

$

444

 

Options granted

 

 

307,792

 

 

 

7.57

 

 

 

 

 

 

 

Options exercised

 

 

(5,256

)

 

 

2.90

 

 

 

 

 

 

 

Options forfeited

 

 

(42,316

)

 

 

4.84

 

 

 

 

 

 

 

Options expired

 

 

(2,498

)

 

 

4.62

 

 

 

 

 

 

 

Outstanding as of March 31, 2026

 

 

4,346,622

 

 

$

5.11

 

 

 

8.04

 

 

 

28,825

 

Options exercisable as of March 31, 2026

 

 

1,860,689

 

 

$

5.05

 

 

 

6.63

 

 

$

12,452

 

 

The weighted-average grant date fair value of stock options granted in the three months ended March 31, 2026 and 2025 was $5.00 and zero, respectively. The total intrinsic value of stock options exercised during the three months ended March 31, 2026 and 2025 was $22.0 thousand and zero, respectively. As of March 31, 2026, total stock-based compensation cost not yet recognized related to unvested stock options was $7.4 million, which is expected to be recognized over a weighted-average period of 2.73 years. Stock-based compensation expense recognized in the accompanying consolidated statements of comprehensive loss for the three months ended March 31, 2026 and 2025, included the following (in thousands):

 

 

 

Three Months Ended March 31,

 

 

 

2026

 

 

2025

 

General and administrative

 

$

789

 

 

$

380

 

Research and development

 

 

404

 

 

 

163

 

Total

 

$

1,193

 

 

$

543