v3.26.1
Share-Based Compensation
6 Months Ended
Jun. 30, 2026
Share-Based Payment Arrangement [Abstract]  
Share-Based Compensation

Note 11 – Share-Based Compensation

In April 2026, the Board of Directors approved the Company’s 2026 Incentive Award Plan (the “2026 Plan”) and 2026 Employee Stock Purchase Plan (the “2026 ESPP”). The stockholders of the Company approved the 2026 Plan and the 2026 ESPP in May 2026. Both plans became effective in connection with the Company’s IPO. The 2026 Plan provides for the grant of equity-based awards and authorizes an initial share reserve of 6,440,000 shares, as well as annual increases in the number of shares available for issuance thereunder. The 2026 ESPP provides eligible employees with the opportunity to purchase shares of the Company’s common stock and includes an initial share reserve of 460,000 shares and annual increases based on a percentage of outstanding shares.

On December 15, 2022, the Board of Directors approved the Company’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. Share-based compensation expense related to these awards was not material for the periods presented. 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 on the grant date. In certain instances, options have been granted with exercise prices in excess of fair market value at the date of grant.

All share and per-share amounts presented in the note have been retrospectively adjusted to reflect the Company’s 1-for-3.483 reverse stock split effected on May 1, 2026.

The fair market value of stock options was estimated using the Black-Scholes valuation model. Because the Company has limited trading history as a public company, expected volatility is estimated using the 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

 

Six Months Ended

 

 

June 30,

 

June 30,

 

 

2026

 

2025

 

2026

 

2025

Expected term (years)

 

5.6 — 6.1

 

4.9 — 6.1

 

5.6 — 6.1

 

3.3 — 6.1

Volatility

 

58.6% — 58.9%

 

51.5% — 52.0%

 

58.6% — 81.9%

 

51.5% — 52.9%

Risk-free interest rate

 

4.1% — 4.2%

 

3.8% — 4.0%

 

4.0% — 4.2%

 

3.8% — 4.2%

Dividend yield

 

 

 

 

The following assumptions were used to estimate the fair value of common stock to be purchased under the 2026 Employee Stock Purchase Plan (ESPP) in 2026:

 

 

 

Three Months Ended

 

Six Months Ended

 

 

June 30,

 

June 30,

 

 

2026

 

2026

Expected term (years)

 

0.5

 

0.5

Volatility

 

53.4%

 

53.4%

Risk-free interest rate

 

3.7%

 

3.7%

Dividend yield

 

 

 

 

 

Stock options — A summary of stock options activity under the 2007, 2022, and 2026 Plans is 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

 

 

3,396,740

 

 

$

13.83

 

 

 

 

 

 

Options Exercised

 

 

(172,402

)

 

$

3.14

 

 

 

 

 

 

Options Forfeited, Cancelled, or Expired

 

 

(98,129

)

 

$

4.78

 

 

 

 

 

 

Outstanding as of June 30, 2026

 

 

7,172,475

 

 

$

8.41

 

 

8.73

 

$

40,124

 

Vested and exercisable at June 30, 2026

 

 

2,014,642

 

 

$

3.39

 

 

6.35

 

$

20,159

 

 

The following table summarizes information about stock options outstanding as of June 30, 2026:

 

 

 

Options Outstanding

 

Options Vested

 

 

 

 

 

 

Weighted Average

 

 

 

 

 

 

 

 

 

 

Remaining

 

 

 

 

 

 

Number of

 

Weighted Average

 

Contractual Term

 

Number of

 

Weighted Average

Exercise Price

 

Shares

 

Exercise Price

 

(in years)

 

Shares

 

Exercise Price

$1.40

 

22,969

 

$1.40

 

3.35

 

22,969

 

$1.40

$2.66

 

61,727

 

$2.66

 

4.20

 

61,727

 

$2.66

$2.79

 

84,409

 

$2.79

 

2.53

 

84,409

 

$2.79

$2.88

 

43,066

 

$2.88

 

4.83

 

43,066

 

$2.88

$3.24

 

240,178

 

$3.24

 

7.98

 

124,573

 

$3.24

$3.38

 

1,181,973

 

$3.38

 

6.54

 

1,108,237

 

$3.38

$3.42

 

31,812

 

$3.42

 

7.27

 

21,583

 

$3.42

$3.73

 

1,498,215

 

$3.73

 

8.64

 

511,124

 

$3.73

$3.94

 

522,702

 

$3.94

 

9.32

 

 

$3.94

$4.11

 

99,604

 

$4.11

 

8.75

 

36,954

 

$4.11

$7.91

 

524,180

 

$7.91

 

9.73

 

 

$7.91

$13.50

 

182,800

 

$13.50

 

9.93

 

 

$13.50

$15.00

 

2,678,840

 

$15.00

 

9.86

 

 

$15.00

$1.40 — $15.00

 

7,172,475

 

$8.41

 

8.73

 

2,014,642

 

$3.39

 

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 was $0.4 million and less than $10,000 for the three months ended June 30, 2026 and 2025, respectively, and was $1.0 million and $35,000 for the six months ended June 30, 2026 and 2025, respectively. The total fair value of options vested was $0.3 million and $0.2 million for the three months ended June 30, 2026 and 2025, respectively, and $0.8 million and $0.4 million for the six months ended June 30, 2026 and 2025, respectively. The options granted had a weighted average grant date fair value of $8.75 per share and $1.95 per share for the three months ended June 30, 2026 and 2025, respectively, and $8.28 per share and $1.95 per share for the six months ended June 30, 2026 and 2025, respectively. The options forfeited had a weighted average grant date fair value of $4.29 per share and $1.74 per share for the three months ended June 30, 2026 and 2025, respectively, and $2.65 per share and $1.74 per share for the six months ended June 30, 2026 and 2025, respectively. The total compensation cost related to non-vested stock options to be recognized in the future as of June 30, 2026, was $32.6 million over a weighted-average period of approximately 3.5 years.

Restricted stock units A summary of officer, employee, and non-employee restricted stock units granted and outstanding, under the 2026 Plan is presented below (in thousands, except for share and per share amounts):

 

 

 

Number of Restricted Stock Units

 

 

Weighted Average Grant Date Fair Value

 

 

Aggregate Intrinsic Value

 

Outstanding as of December 31, 2025

 

 

 

 

 

 

 

 

 

Restricted Stock Units Granted

 

 

181,560

 

 

$

15.00

 

 

 

 

Restricted Stock Units Forfeited, Cancelled, or Expired

 

 

(2,000

)

 

$

15.00

 

 

 

 

Outstanding as of June 30, 2026

 

 

179,560

 

 

$

15.00

 

 

$

2,406

 

Expected to vest as of June 30, 2026

 

 

179,560

 

 

$

15.00

 

 

$

2,406

 

 

Share-based compensation expense recognized in the condensed statements of operations was classified as follows (in thousands):

 

 

 

Three Months Ended

 

 

Six Months Ended

 

 

 

June 30,

 

 

June 30,

 

 

 

2026

 

 

2025

 

 

2026

 

 

2025

 

Research and development costs

 

$

210

 

 

$

 

 

$

278

 

 

$

 

Selling, general and administrative expenses

 

 

1,397

 

 

 

404

 

 

 

1,736

 

 

 

605

 

Total share-based compensation expense

 

$

1,607

 

 

$

404

 

 

$

2,014

 

 

$

605

 

 

Share-based compensation expense by award type was as follows (in thousands):

 

 

 

Three Months Ended

 

 

Six Months Ended

 

 

 

June 30,

 

 

June 30,

 

 

 

2026

 

 

2025

 

 

2026

 

 

2025

 

Stock options

 

$

1,417

 

 

$

404

 

 

$

1,824

 

 

$

605

 

Restricted stock units

 

 

98

 

 

 

 

 

 

98

 

 

 

 

Employee stock purchase plan

 

 

92

 

 

 

 

 

 

92

 

 

 

 

Total share-based compensation expense

 

$

1,607

 

 

$

404

 

 

$

2,014

 

 

$

605