v3.26.1
Note 10 - Stockholders' Equity
 6 Months Ended
Jun. 30, 2026
Notes to Financial Statements  
Equity [Text Block]

Note 10—Stockholders’ Equity:

 

Common Stock:

 

The Company issued 0 shares and 55,882 shares of common stock upon exercise of stock options during the six months ended June 30, 2026 and 2025, respectively. The Company issued 694,664 and 731,009 shares of common stock upon vesting of RSUs during the six months ended June 30, 2026 and 2025, respectively.

 

Authorized Shares:

 

The Company has 100,000,000 shares of stock authorized for issuance, all of which are common stock, par value $0.0001 per share.

 

Warrants:

 

In October 2011, the Company issued an anti-dilutive warrant to Alan H. Auerbach, the Company’s founder and Chief Executive Officer (the “Auerbach Warrant”). The Auerbach Warrant was issued to provide Mr. Auerbach with the right to maintain ownership of at least 20% of the Company’s common stock in the event that the Company raised capital through the sale of its securities in the future.

 

In connection with the closing of a public offering in October 2012, the exercise price and number of shares underlying the Auerbach Warrant were established and, accordingly, the final value of the Auerbach Warrant became fixed. Pursuant to the terms of the Auerbach Warrant, as amended in June 2021, Mr. Auerbach may exercise the Auerbach Warrant to acquire 2,116,250 shares of the Company’s common stock at $16 per share until October 4, 2026. 

 

On June 11, 2026, the Company held the 2026 Annual Meeting of Stockholders, and the Company’s stockholders did not approve an amendment to the terms of the Auerbach Warrant, to extend its term from October 4, 2026 until October 4, 2028.

 

Stock Options and Restricted Stock Units:

 

The Company’s 2011 Plan, as amended, was adopted by the Company’s Board of Directors on September 15, 2011. Pursuant to the 2011 Plan, the Company may grant incentive stock options and nonqualified stock options, as well as other forms of equity-based compensation. Incentive stock options may be granted only to employees, while consultants, employees, officers, and directors are eligible for the grant of nonqualified options under the 2011 Plan. The maximum term of stock options granted under the 2011 Plan is 10 years and the awards generally vest over a two-year period. The exercise price of incentive stock options granted under the 2011 Plan must be at least equal to the fair value of such shares on the date of grant. On April 1, 2021, the Board of Directors adopted an amendment to the 2011 Plan to increase the number of shares of the Company's common stock reserved for issuance thereunder by 2,000,000 shares. The amendment was approved by the Company's stockholders on June 15, 2021. On June 18, 2024, the stockholders of the Company approved an amendment to the Company’s 2011 Plan, increasing the number of authorized shares of the Company’s common stock, par value $0.0001 per share, that may become issuable under the 2011 Plan by 3,000,000 shares and extending the period during which incentive stock options may be granted. As of  June 30, 2026, a total of 17,529,412 shares of the Company’s common stock have been reserved for issuance under the 2011 Plan.

 

All of the options awarded by the Company have been “plain vanilla options” as determined by the SEC Staff Accounting Bulletin 107—Share Based Payment. As of  June 30, 2026, 5,061,725 shares of the Company’s common stock are issuable upon the exercise of outstanding stock options and vesting of RSUs granted under the 2011 Plan and 2,123,279 shares of the Company’s common stock are available for future issuance under the 2011 Plan. The fair value of options granted to employees and nonemployees was estimated using the Black-Scholes Option Pricing Method (see Note 2—Significant Accounting Policies) with the following weighted-average assumptions used during the six months ended June 30, 2026:

 

 

 

2026

 

 

2025

 

Dividend yield

 

 

0.0%

 

 

0.0%

Expected volatility

 

 

74.1%

 

 

81.5%

Risk-free interest rate

 

 

3.7%

 

 

4.4%

Expected life in years

 

 

5.54

 

 

 

5.55

 

 

The Company’s 2017 Plan, as amended, was adopted by the Company’s Board of Directors on April 27, 2017. Pursuant to the 2017 Plan, the Company may grant stock options and RSUs, as well as other forms of equity-based compensation, to employees as an inducement to join the Company. The maximum term of stock options granted under the 2017 Plan is 10 years and the awards generally vest over a two-year period. The exercise price of stock options granted under the 2017 Plan must be at least equal to the fair market value of such shares on the date of grant. On July 15, 2021, the Board of Directors adopted an amendment to the 2017 Plan to increase the number of shares of the Company’s common stock reserved for issuance thereunder by 1,000,000 shares. As of  June 30, 2026, a total of 452,146 shares of the Company’s common stock are issuable upon the exercise of outstanding stock options and vesting of RSUs granted under the 2017 Plan and 1,196,018 shares of the Company’s common stock are available for future issuance under the 2017 Plan.

 

Stock-based compensation expense was as follows (in thousands):

 

 

 

For the Three Months Ended

 

 

For the Six Months Ended

 

 

 

June 30,

 

 

June 30,

 

 

 

2026

 

 

2025

 

 

2026

 

 

2025

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Stock-based compensation:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Options:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Selling, general, and administrative

 

$249

 

 

$235

 

 

$495

 

 

$545

 

Research and development

 

 

55

 

 

 

46

 

 

 

109

 

 

 

93

 

Restricted stock units:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Selling, general, and administrative

 

 

930

 

 

 

757

 

 

 

1,823

 

 

 

1,682

 

Research and development

 

 

719

 

 

 

590

 

 

 

1,422

 

 

 

1,334

 

Total stock-based compensation expense

 

$1,953

 

 

$1,628

 

 

$3,849

 

 

$3,654

 

 

Activity with respect to options granted under the 2011 Plan and 2017 Plan is summarized as follows:

 

Stock Option Roll Forward:

 

​

​

Shares

​

​

Weighted Average Exercise Price

​

​

Weighted Average Remaining Contractual Term (years)

​

​

Aggregate Intrinsic Value (in thousands)

​

Outstanding at December 31, 2025

​

​

3,217,289

​

​

$

16.13

​

​

​

​

​

​

​

​

​

Granted

​

​

364,336

​

​

​

6.68

​

​

​

​

​

​

​

​

​

(Expired)

​

​

(118,292

)

​

​

(34.57

)

​

​

​

​

​

​

​

​

Outstanding at June 30, 2026

​

​

3,463,333

​

​

$

14.51

​

​

​

5.6

​

​

$

7,535

​

Vested and expected to vest at June 30, 2026

​

​

3,463,333

​

​

$

14.51

​

​

​

5.6

​

​

$

7,535

​

Exercisable

​

​

2,885,850

​

​

$

16.37

​

​

​

4.8

​

​

$

5,878

​

 

At  June 30, 2026, total estimated unrecognized employee compensation cost related to non-vested stock options granted prior to that date was approximately $1.4 million, which is expected to be recognized over a weighted-average period of 1.4 years. At  June 30, 2026, the total estimated unrecognized employee compensation cost related to non-vested RSUs was approximately $9.0 million, which is expected to be recognized over a weighted-average period of 1.5 years. The weighted-average grant date fair value of options granted during the six months ended June 30, 2026 and 2025 was $4.37 and $1.95 per share, respectively. The weighted-average grant date fair value of RSUs awarded during the six months ended June 30, 2026 and 2025 was $6.87 and $3.31 per share, respectively.

 

Restricted Stock Unit Roll Forward:

 

 

 

Shares

 

 

Weighted- Average Grant-Date Fair Value

 

Nonvested shares at December 31, 2025

 

 

1,334,973

 

 

$3.88

 

Granted

 

 

1,445,400

 

 

$6.87

 

(Forfeited)

 

 

(38,425)

 

$5.69

 

(Vested)

 

 

(694,664)

 

$4.31

 

Nonvested shares at June 30, 2026

 

 

2,047,284

 

 

$5.82