v3.26.1
Share-based Compensation
6 Months Ended
Jun. 30, 2026
Share-based Compensation  
Share-based Compensation

Note 9. Share-based Compensation

2019 Incentive Award Plan

The following table summarizes stock option activity under the 2019 Incentive Award Plan:

  ​ ​ ​

  ​ ​ ​

Weighted

Average

Number of

Exercise

Shares

Price

Outstanding, January 1, 2026

47,955

$

720.00

Options granted

 

Options forfeited

 

Outstanding, June 30, 2026

 

47,955

$

720.00

Exercisable, June 30, 2026

 

47,516

$

720.00

As of June 30, 2026 and December 31, 2025, the weighted average remaining contractual life of options outstanding and options exercisable was 4.6 years and 5.0 years, respectively.

During the three and six months ended June 30, 2026 and 2025, the Company recognized zero, $0.2 million, $0.4 million, and $0.9 million, respectively, of share-based compensation expense related to stock options granted.

As of June 30, 2026, there was no unrecognized compensation expense related to nonvested stock options.

The following table summarizes restricted stock units activity under the 2019 Award Plan:

  ​ ​ ​

  ​ ​ ​

Weighted

Average

Number of

Grant Date

Shares

Fair Value

Outstanding, January 1, 2026

 

9,351

$

780.48

Granted

 

 

Vested

 

(1,639)

Forfeited

Outstanding, June 30, 2026

 

7,712

$

780.48

During the three and six months ended June 30, 2026 and 2025, the Company recognized $0.3 million, $0.6 million, $0.3 million and $0.6 million, respectively, of share-based compensation expense related to restricted stock units granted, excluding restricted stock units with earnout vesting criteria. For the restricted stock units with earnout vesting criteria, for the three and six months ended June 30, 2025, the Company recognized $0.1 million and $0.3 million, respectively, and in the third quarter of 2025, the Company determined that the earnout vesting criteria was no longer probable and as such, there was no share-based compensation expense during the three and six months ended June 30, 2026.

As of June 30, 2026, total unrecognized compensation expense related to nonvested restricted stock units, excluding restricted stock units with earnout vesting criteria, was $1.0 million, which is expected to be recognized over the weighted-average remaining requisite service period of 8 months. The unrecognized compensation expense for restricted stock units with the earnout criteria as of June 30, 2026 of $4.7 million will be recognized when the milestones are determined to be probable over the RSUs vesting term, calculated as the period from the date the milestone was determined to be probable and the expected achievement date of the milestone.

2023 Incentive Award Plan

As of June 30, 2026, there were 5,805,852 shares of common stock available for issuance under the Company’s 2023 Incentive Award Plan (the “2023 Award Plan”), which shall automatically increase on January 1 of each calendar year beginning and including January 1, 2027 and ending on and including January 1, 2033, by an amount equal to the lesser of (i) 5.0% of the total number of shares of common stock issued and outstanding on January 1 of the year in which such increase is to occur, or (ii) such smaller number of shares of common stock as may be established by the Board of Directors. The following table summarizes stock options activity under the 2023 Award Plan:

  ​ ​ ​

  ​ ​ ​

Weighted

Average

Number of

Exercise

Shares

Price

Outstanding, January 1, 2026

 

51,016

$

242.14

Options granted

 

Options forfeited

 

Outstanding, June 30, 2026

 

51,016

$

242.14

Exercisable, June 30, 2026

 

45,160

$

169.94

The weighted average remaining contractual life of options outstanding and options exercisable as of June 30, 2026 and December 31, 2025 was 8.0 years and 8.5 years, respectively.

During the three and six months ended June 30, 2026 and 2025, the Company recognized $0.3 million, $0.8 million, $0.6 million, and $1.3 million respectively, of share-based compensation expense related to stock options granted. As of June 30, 2026, total unrecognized compensation expense related to nonvested stock options was $1.7 million, which is expected to be recognized over the weighted-average remaining requisite service period of 14 months.

The following table summarizes restricted stock units activity under the 2023 Award Plan:

  ​ ​ ​

  ​ ​ ​

Weighted

Average

Number of

Grant Date

Shares

Fair Value

Outstanding, January 1, 2026

 

14,215

$

60.05

Granted

 

12,041,479

0.92

Vested

 

(2,278,801)

 

Forfeited

 

Outstanding, June 30, 2026

 

9,776,893

$

0.94

In May 2025, due to equity pool limitations, the Company’s board of directors approved the issuance of cash-settled restricted stock units to employees and directors over a vesting period that entitle the grantee to receive the cash equivalent to the value of a share of the Company’s common stock upon each vesting anniversary. The Company elected to account for cash-settled restricted stock units in accordance with ASC 718. The Company will recognize compensation expense on the condensed consolidated statement of operations and comprehensive (loss) income and record the associated liability to accrued compensation on the condensed consolidated balance sheets using straight-line method over the service period. Additionally, changes in fair value of the awards will be recorded to operating costs on the condensed consolidated statement of operations and comprehensive (loss) income at each reporting date until settlement, reflecting changes in the underlying stock price.

In March 2026, the Company’s board of directors approved the conversion of all cash-settled restricted stock units awards into share-settled restricted stock units. The Company assessed the modification in accordance with ASC 718 Stock-based Compensation, and recorded $2.0 million to additional paid in capital, representing the fair value of the converted awards on the modification date.

During the three and six months ended June 30, 2026 and 2025, the Company recognized $0.9 million, $1.4 million, $0.1 million, and $0.2 million stock-based compensation expenses related to restricted stock units granted, including cash-settled restricted stock units that were converted to share-settled restricted stock units in the first quarter of 2026.

As of June 30, 2026, total unrecognized compensation expense related to nonvested restricted stock units was $8.9 million, which is expected to be recognized over the weighted-average remaining requisite service period of 33 months.

2025 Employee Inducement Incentive Award Plan

As of June 30, 2026, there were 278,259 shares of common stock available for issuance under the 2025 Employee Inducement Incentive Award Plan (the “2025 Plan”), including 1,000,000 shares that were approved in March 2026 by the Company’s board of directors to be added to the 2025 Plan.

The following table summarizes stock options activity under the 2025 Plan:

  ​ ​ ​

  ​ ​ ​

Weighted

Average

Number of

Exercise

Shares

Price

Outstanding, January 1, 2026

 

59,034

$

0.41

Options granted

 

Options forfeited

 

 

Outstanding, June 30, 2026

 

59,034

0.41

Exercisable, June 30, 2026

 

14,758

$

0.41

The weighted average remaining contractual life of options outstanding and options exercisable as of June 30, 2026 and December 31, 2025 was 8.8 years and 9.3 years, respectively. During the three and six months ended June 30, 2026, the Company

recognized de minimis amounts of share-based compensation expense related to stock options granted. As of June 30, 2026, total unrecognized compensation expense related to nonvested stock options was approximately $15,000, which is expected to be recognized over the weighted-average remaining requisite service period of 34 months.

The following table summarizes restricted stock units activity under the 2025 Plan.

  ​ ​ ​

  ​ ​ ​

Weighted

Average

Number of

Grant Date

Shares

Fair Value

Outstanding, January 1, 2026

 

672,141

$

0.65

Granted

 

990,566

0.89

Vested

 

(69,995)

 

Forfeited

 

Outstanding, June 30, 2026

 

1,592,712

$

0.78

During the three and six months ended June 30, 2026, the Company recognized $0.1 million, $0.1 million, de minimis and de minimis, respectively, of share-based compensation expense related to restricted stock units granted. As of June 30, 2026, total unrecognized compensation expense related to nonvested restricted stock units was $1.0 million, which is expected to be recognized over the weighted-average remaining requisite service period of 36 months.

Share-based Compensation Expense and Valuation Information

The Company accounts for the measurement and recognition of compensation expense for all share-based awards based on the estimated fair value of the awards. The fair value of share-based awards is amortized on a straight-line basis over the requisite service period. The Company records share-based compensation expense net of actual forfeitures.

During the three and six months ended June 30, 2026 and 2025, the Company recognized $1.9 million, $3.8 million, $1.7 million and $3.4 million, respectively, of share-based compensation expense, of which $1.5 million, and $3.0 million, $1.3 million, $2.6 million, respectively, were in selling, general and administrative expenses, and $0.4 million, $0.8 million, $0.4 million and $0.8 million, respectively, were in research and development expenses in the accompanying condensed consolidated statements of operations and comprehensive (loss) income. In connection with the converted restricted stock units, the Company reclassified $0.4 million from accrued compensation to additional paid-in capital.