v3.26.3
Stock Option Plan
9 Months Ended
Sep. 30, 2026
Stock Option Plan [Abstract]  
Stock Option Plan

12. Stock Option Plan

 

Equity Incentive Plan

 

In 2010, the Company adopted the 2010 Equity Compensation Plan (the “2010 Plan”). There have been no issuances under the 2010 Plan since the adoption of the 2016 Equity Incentive Plan (the “2016 Plan”). The 2010 Plan expired in 2025, and all options available for issuance under the 2010 Plan upon expiration were moved to the 2016 Plan. Accordingly, no shares are available for future issuance under the 2010 Plan as of September 30, 2026.

 

In 2016, the Company’s Board of Directors adopted the 2016 Plan under which incentive stock options (“ISOs”), nonqualified stock options (“NSOs”), stock appreciation rights (“SARs”), restricted stock, and restricted stock units (“RSUs”) may be granted to employees, directors, and consultants.

 

In connection with the Merger, the Company adopted the 2026 Equity Incentive Plan (the “2026 EIP”) effective on April 9, 2026. Pursuant to the Merger Agreement, the 2016 Plan was terminated effective as of the closing of the Merger, and no further awards may be granted thereunder. All outstanding Legacy Ionetix stock options were assumed by the Company under the 2026 EIP and converted into options to purchase shares of the Company’s common stock, with the number of underlying shares and exercise price adjusted based on the Conversion Ratio. The converted options otherwise continued to be subject to substantially the same terms and conditions applicable to such options immediately prior to the Merger. The 2026 EIP provides for the issuance of incentive awards of ISOs, NSOs, SARs, RSUs and Stock Bonus Awards (“SBAs”). ISOs may be granted only to employees. The maximum aggregate number of shares of common stock that may be issued under the 2026 EIP is 11,935,631 shares.

 

Stock option

 

Stock option activity during the nine months ended September 30, 2026 is as follows:

 

    Number of
options
    Weighted
average
exercise
price
    Weighted
average
remaining
contractual life
(years)
    Aggregate
intrinsic
value
 
Balance as of December 31, 2025     14,162,648     $ 0.31       6.41     $ 2,541  
Retroactive application of reverse recapitalization     (7,061,496 )                        
Balance as of December 31, 2025, adjusted     7,101,152       0.62       6.41       2,541  
Options granted     646,357       2.55                  
Options exercised     (465,019 )     0.31               1,151  
Options cancelled     (540,179 )     0.55                  
Balance as of September 30, 2026     6,742,311     $ 0.83       6.48     $ 14,610  
Vested and expected to vest at September 30, 2026     6,742,311     $ 0.83       6.48     $ 14,610  
Exercisable at September 30, 2026     4,617,129     $ 0.57       5.41     $ 11,215  

 

The options granted during the three months ended September 30, 2026 and 2025 had a weighted-average grant-date fair value per share of $2.08 and $0.61, respectively, and the options granted during the nine months ended September 30, 2026 and 2025 had a weighted-average grant-date fair value per share of $2.03 and $0.60, respectively. The total fair value of options vested was $90 and $94 during the three months ended September 30, 2026 and 2025, respectively, and $398 and $367 during the nine months ended September 30, 2026 and 2025, respectively.

 

Fair Value Inputs

 

The fair value of stock options granted was estimated using the following weighted-average assumptions:

 

    Nine Months Ended
September 30,
 
    2026     2025  
Expected term (in years)     6.1       5.7  
Expected volatility     70.0 %     65.4 %
Risk-free rate     4.2 %     4.1 %
Dividend yield     —       —  

 

Stock-Based Compensation

 

The Company’s total stock-based compensation for the three and nine months ended September 30, 2026 and 2025 is as follows:

 

    Three Months Ended
September 30,
    Nine Months Ended
September 30,
 
    2026     2025     2026     2025  
Cost of revenue   $ 17     $ 6     $ 51     $ 9  
Research and development     13       13       37       37  
Selling, general and administrative     149       81       367       343  
Total stock-based compensation   $ 179     $ 100     $ 455     $ 389  

 

As of September 30, 2026, the unrecognized stock-based compensation related to outstanding unvested options was $1.9 million and is expected to be recognized over a weighted average period of 2.7 years.