v3.26.1
Share-Based Compensation
3 Months Ended
Mar. 31, 2026
Share-Based Payment Arrangement [Abstract]  
Share-Based Compensation

Note 11 – Share-Based Compensation

On December 15, 2022, the Board of Directors approved the Corporation’s 2022 Equity Incentive Plan (the “2022 Plan”) providing for the grants of non-qualified stock options, incentive stock options and other stock-based awards up to an aggregate of 7,575,181 shares of common stock, $0.01 par value per share. This consisted of the available reserve from the 2007 Equity Incentive Plan (the “2007 Plan”) plus all returned shares. The 2022 Plan serves as the successor to and continuation of the 2007 Plan, and all options that were granted under the 2007 Plan (unless forfeited, exercised or expired) remained outstanding as of December 31, 2022. Awards issued under the 2007 Plan remain subject to the terms of the 2007 Plan, and unissued authorized 2007 shares became available under the 2022 Plan. No issued 2007 Plan awards were converted. The 2007 Plan contained an antidilution provision. Following a 1,000-for-1 common stock split in June 2022, the number of option shares for prior periods was retrospectively adjusted to reflect the split. No other terms of these existing awards were changed except for the number of option shares and the exercise price

to reflect the stock split. Because the modification did not result in incremental fair value under ASC 718, no additional compensation expense was recognized in 2022.

Under the 2022 Plan, stock options generally vest and become exercisable in respect of 25% of the total number of Shares initially subject to the Options on the first anniversary of the Vesting Commencement Date, and in respect of 1/48th of the total number of Shares initially subject to the Option on each monthly anniversary of the Vesting Commencement Date thereafter, so that 100% of the Shares subject to the Option shall be vested on the fourth anniversary of the Vesting Commencement Date, in each case, subject to the Optionee remaining as a Service Provider (as defined in the Plan) through the applicable vesting date. Certain awards may vest immediately upon grant or may be subject to performance-based vesting conditions, as determined by the Board of Directors. During the year ended 2025, the Company granted two executive awards that include performance-based vesting conditions which are immaterial. The Board of Directors administers the 2022 Plan and determines the exercise prices of options based on the fair value of the Company’s common stock as determined by an independent valuation, in certain instances, options have been granted with an exercise price in excess of fair market value at the date of grant.

The fair market value of stock options was estimated using the Black-Scholes valuation model. Since the Company does not have sufficient trading history of its common stock, it estimates the expected volatility of its stock options at their grant date by taking the weighted average historical volatility of a group of comparable publicly traded companies over a period of time equal to the expected life of the options. The Company uses the simplified method to calculate the expected term and contractual terms. Under the simplified method, the expected life is equal to the average of the share-based award’s weighted average vesting period and its contractual term. The risk-free interest rate is determined by reference to the U.S. Treasury yield curve in effect at the time of grant of the award for time periods approximately equal to the expected term of the award. There were no expected dividends. The following assumptions were used in estimating the fair value of option grants issued:

 

 

 

Three Months Ended

 

 

March 31,

 

 

2026

 

2025

Expected term (years)

 

6.0 - 6.1

 

3.3 - 6.1

Volatility

 

81.6% — 81.9%

 

51.5% — 52.9%

Risk-free interest rate

 

4.0% — 4.1%

 

4.0% — 4.2%

Dividend yield

 

 

 

Stock options - A summary of officer, employee, and non-employee options granted and outstanding, under the 2007 and 2022 Plans are presented below (in thousands, except for share and per share amounts):

 

 

 

Options Outstanding

 

 

 

 

 

 

 

 

Number of Options

 

 

Weighted Average Exercise Price

 

 

Weighted Average Remaining Contractual Term (in years)

 

Aggregate Intrinsic Value

 

Outstanding as of December 31, 2025

 

 

4,046,266

 

 

$

3.51

 

 

7.90

 

$

1,611

 

Options Granted

 

 

524,180

 

 

$

7.91

 

 

 

 

 

 

Options Exercised

 

 

(119,226

)

 

$

3.01

 

 

 

 

 

 

Options Forfeited, Cancelled, or Expired

 

 

(68,341

)

 

$

3.62

 

 

 

 

 

 

Outstanding as of March 31, 2026

 

 

4,382,879

 

 

$

4.08

 

 

7.93

 

$

16,783

 

Vested and exercisable at March 31, 2026

 

 

1,915,208

 

 

$

3.38

 

 

6.46

 

$

8,683

 

 

 

The following table summarizes information about stock options outstanding as of March 31, 2026:

 

 

 

Options Outstanding

 

Options Vested

 

 

 

 

Weighted Average

 

Weighted Average

 

 

 

 

 

 

 

 

Remaining

 

Remaining

 

 

 

 

 

 

Number of

 

Weighted Average

 

Contractual Term

 

Number of

 

Weighted Average

Exercise Price

 

Shares

 

Exercise Price

 

(in years)

 

Shares

 

Exercise Price

$1.39

 

22,968

 

$1.39

 

3.61

 

22,968

 

$1.39

$1.45

 

2,871

 

$1.45

 

0.03

 

2,871

 

$1.45

$2.66

 

61,728

 

$2.66

 

4.44

 

61,728

 

$2.66

$2.79

 

84,409

 

$2.79

 

2.77

 

84,409

 

$2.79

$2.88

 

43,066

 

$2.88

 

5.10

 

43,066

 

$2.88

$3.24

 

264,009

 

$3.24

 

7.93

 

123,154

 

$3.24

$3.38

 

1,207,080

 

$3.38

 

6.78

 

1,094,091

 

$3.38

$3.41

 

36,891

 

$3.41

 

6.87

 

22,798

 

$3.41

$3.73

 

1,510,824

 

$3.73

 

8.46

 

426,872

 

$3.73

$3.94

 

525,228

 

$3.94

 

9.56

 

2,512

 

$3.94

$4.11

 

99,606

 

$4.11

 

3.99

 

30,739

 

$4.11

$7.91

 

524,199

 

$7.91

 

9.97

 

 

$7.91

$1.39 — $7.91

 

4,382,879

 

$4.08

 

7.93

 

1,915,208

 

$3.37

 

The aggregate intrinsic value is calculated as the difference between the exercise price of the underlying stock options and the fair value of the Company’s common stock for stock options that were in-the-money at period end. The aggregate intrinsic value of all options exercised for the three months ended March 31, 2026 and 2025 was $0.5 million and $34,000, respectively. The total fair value of options vested for the three months ended March 31, 2026 and 2025 was $0.5 million and $0.2 million, respectively. The options granted for the three months ended March 31, 2026 and 2025 had a weighted average grant date fair value of $5.71 per share and $1.95 per share, respectively. The options forfeited during the three months ended March 31, 2026 and 2025 had a weighted average grant date fair value of $1.95 per share and $1.74 per share, respectively. The total compensation cost related to non-vested stock options to be recognized in the future as of March 31, 2026, was $6.5 million over a weighted-average period of approximately 3.1 years.

A summary of share-based compensation expense by line items in the statements of operations is as follows (in thousands):

 

 

 

Three Months Ended

 

 

 

March 31,

 

 

 

2026

 

 

2025

 

Research and development costs

 

$

68

 

 

$

 

Sales, general and administrative expenses

 

 

339

 

 

 

201

 

Total share based compensation expense

 

$

407

 

 

$

201