v3.26.3
Note 10 - Stockholders' Equity
 9 Months Ended
Sep. 30, 2026
Notes to Financial Statements  
Equity [Text Block]

 

Note 10—Stockholders’ Equity:

 

Common Stock:

 

The Company issued 50,000 shares and 55,882 shares of common stock upon exercise of stock options during the nine months ended September 30, 2026 and 2025, respectively. The Company issued 1,230,920 and 1,222,558 shares of common stock upon vesting of RSUs during the nine months ended September 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.

 

Pursuant to the terms of the Auerbach Warrant, as amended in June 2021, Mr. Auerbach's option to exercise the Auerbach Warrant to acquire 2,116,250 shares of the Company’s common stock at $16 per share expired on October 4, 2026.

 

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. As of  September 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  September 30, 2026, 4,469,708 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 2,154,127 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 nine months ended September 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 three-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. As of  September 30, 2026, a total of 512,604 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 1,110,473 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 Nine Months Ended

 

 

 

September 30,

 

 

September 30,

 

 

 

2026

 

 

2025

 

 

2026

 

 

2025

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Stock-based compensation:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Options:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Selling, general, and administrative

 

$250

 

 

$236

 

 

$745

 

 

$781

 

Research and development

 

 

55

 

 

 

31

 

 

 

164

 

 

 

124

 

Restricted stock units:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Selling, general, and administrative

 

 

1,040

 

 

 

815

 

 

 

2,863

 

 

 

2,497

 

Research and development

 

 

676

 

 

 

591

 

 

 

2,098

 

 

 

1,925

 

Total stock-based compensation expense

 

$2,021

 

 

$1,673

 

 

$5,870

 

 

$5,327

 

 

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

 

 

 

5.4

 

 

$

3,609

 

Granted

 

 

364,336

 

 

 

6.68

 

 

 

 

​

 

 

 

​

(Exercised)

 

 

(50,000

)

 

 

2.93

 

 

 

 

​

 

 

 

​

(Expired)

 

 

(118,292

)

 

 

(34.57

)

 

 

 

​

 

 

 

​

Outstanding at September 30, 2026

 

 

3,413,333

 

 

$

14.68

 

 

 

5.3

 

 

$

11,021

 

Vested and expected to vest at September 30, 2026

 

 

3,413,333

 

 

$

14.68

 

 

 

5.3

 

 

$

11,021

 

Exercisable

 

 

3,033,506

 

 

$

15.82

 

 

 

4.8

 

 

$

9,371

 

 

At  September 30, 2026, total estimated unrecognized employee compensation cost related to non-vested stock options granted prior to that date was approximately $1.1 million, which is expected to be recognized over a weighted-average period of 1.2 years. At  September 30, 2026, the total estimated unrecognized employee compensation cost related to non-vested RSUs was approximately $7.9 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 nine months ended September 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 nine months ended September 30, 2026 and 2025 was $6.97 and $3.34 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

 

 

1,545,950

 

 

$6.97

 

(Forfeited)

 

 

(81,024)

 

$5.66

 

(Vested)

 

 

(1,230,920)

 

$4.68

 

Nonvested shares at September 30, 2026

 

 

1,568,979

 

 

$6.22