v3.26.1
Stock-Based Compensation
6 Months Ended
Jun. 30, 2026
Stock-Based Compensation [Abstract]  
Stock-based compensation

Note 8 – Stock-based compensation

 

At the special meeting of UPTD stockholders related to the Business Combination held on July 31, 2023, UPTD’s shareholders approved the adoption of the Company’s 2023 Omnibus Incentive Plan (the “2023 Plan”), which became effective on the Closing Date. Upon the closing of the Business Combination, 3,520,123 shares of common stock were authorized for issuance under the 2023 Plan.   The share reserve under the 2023 Plan increases automatically on January 1 of each year pursuant to an evergreen provision. Accordingly, the share reserve increased by 1,941,293 shares on January 1, 2024, by 1,920,444 shares on January 1, 2025, and by 2,115,684 shares on January 1, 2026. As of June 30, 2026, a total of 9,497,544 shares were authorized for issuance under the 2023 Plan.

 

On October 30, 2024, the Company granted options under the 2023 Plan to purchase 3,600,000 shares of its Common Stock to its employees, board of directors, and other consultants. No additional stock options were granted or exercised during the six months ended June 30, 2026 or the year ended December 31, 2025.

 

The stock-based compensation expense was recorded in the Company’s results of operations. For the six months ended June 30, 2026 and 2025, the stock-based compensation expense was $292,012 and $318,193, respectively.

 

The breakdown of stock-based compensation by categories for the three and six months ended June 30, 2026 and 2025 is summarized below:

 

    For the
Three Months
Ended
June 30,
2026
   

For the
Three Months
Ended

June 30,
2025

    For the
Six Months
Ended
June 30,
2026
   

For the
Six Months
Ended

June 30,
2025

 
    (Unaudited)     (Unaudited)     (Unaudited)     (Unaudited)  
Research and development   $ 10,232     $ 10,301     $ 20,507     $ 20,489  
General and administrative     135,066       148,797       271,505       297,704  
Total stock-based compensation   $ 145,298     $ 159,098     $ 292,012     $ 318,193  

 

The aggregate grant date fair value of stock options granted under the 2023 Plan was $2,350,018, representing a weighted-average grant date fair value of $0.65 per share. As of June 30, 2026 and December 31, 2025, there were approximately $1,006,776 and $1,298,788 of unvested compensation costs, respectively, which are expected to be recognized over a weighted average remaining employment service period of approximately 1.82 and 2.29 years, respectively.

 

The Company estimated the fair value of the stock options using the Black-Scholes option pricing model. The fair value of stock options issued was estimated using the following assumptions:

 

    Assumptions used for October 30, 2024 grant  
Exercise price   $ 0.815  
Stock price   $ 0.815  
Expected volatility     101.5-101.6 %
Expected term (in years)     5.5-6.0  
Risk-free interest rate     4.16-4.17 %
Expected dividend     0 %

 

The risk-free interest rate was obtained from U.S. Treasury rates for the applicable periods. The Company’s expected volatility was calculated from a blended volatility estimate from the implied volatility of a portfolio of comparable companies and the Company’s trading history since October 2, 2023. Due to a limited history of relevant stock option exercise activity, the expected life of the Company’s options was determined using the simplified method, which is based on the average of the time-to-vesting and the contractual life of the options.

 

A summary of information related to stock option activities for the six months ended June 30, 2026 is as follows:

 

    Number of
Shares
    Weighted
Average
Exercise
Price Per
Share
    Weighted
Average
Remaining
Contractual
Term
    Aggregate
Intrinsic
Value
 
Options outstanding at December 31, 2025     3,600,000     $ 0.815       8.84     $ 2,682,000  
Granted     -       -                  
Exercised     -       -                  
Cancelled     -       -                  
Outstanding at June 30, 2026     3,600,000     $ 0.815       8.34     $ 810,000  
Options vested and expected to vest at June 30, 2026     3,600,000     $ 0.815       8.34     $ 810,000  
Options exercisable at June 30, 2026     2,062,472     $ 0.815       8.34     $ 464,057