Annual report [Section 13 and 15(d), not S-K Item 405]

Share-based Compensation

v3.26.1
Share-based Compensation
12 Months Ended
Dec. 31, 2025
Share-Based Payment Arrangement [Abstract]  
Share-based Compensation

15. Share-based Compensation

 

The 2019 Plan provides for the granting of incentive stock options, nonqualified stock options, restricted stock, stock appreciation rights (“SARs”), restricted stock units, performance awards, dividend equivalent rights and other awards, which may be granted singly, in combination, or in tandem, and which may be paid in cash, shares of common stock of the Company or a combination of cash and shares of common stock of the Company. Effective as of May 26, 2020, May 3, 2021, and March 23, 2023 respectively, the Board approved an increase of the number of authorized shares of common stock reserved under the 2019 Plan from 57,143 shares of common stock to 485,715, from 485,715 shares of common stock to 571,429 shares of common stock, and from 571,429 shares of common stock to 785,715, all of which may be delivered pursuant to incentive stock options.

 

On December 31, 2024, the Board approved an additional 780,000 shares of common stock to be reserved under the 2019 Plan, bringing the total number of shares underlying the Plan to 1,651,429 of which 793,735 shares have already been awarded or exercised. The Company’s stockholders approved the 780,000 share increase at the Company’s 2025 Annual Meeting of Stockholders held on June 17, 2025. Subject to adjustments pursuant to the 2019 Plan, the maximum number of shares of common stock with respect to which stock options or SARs may be granted to an executive officer during any calendar year is 14,286 shares of common stock.

 

 

The following table contains information about the 2019 Plan as of December 31, 2025:

 

    Awards                 Awards  
    Reserved for     Awards     Awards     Available for  
    Issuance     Issued     Exercised     Grant  
2019 Plan(1)     1,651,429       1,132,774       173,915       518,655  
Awards issued in excess of 2019 Plan(2)     -       100,821       92,113       -  

 

(1) Includes incentive stock options and restricted stock units discussed below.
   
(2) Includes shares of restricted common stock granted outside of the 2019 Plan to our Chief Executive Officer, Adam Levy.

 

Stock-Options

 

The following table summarizes the Company’s incentive stock option activity for the two years ended December 31, 2025:

   

                Weighted  
          Weighted     Average  
          Average     Contractual  
    Number of     Exercise     Term in  
    Options     Price     Years  
Outstanding at January 1, 2024     560,650     $ 2.35       7.95  
Granted     172,000       2.68       10.00  
Exercised     (90,860 )     1.01        
Forfeited                  
Cancelled     (39,107 )     1.01        
Expired     (14,286 )     5.25        
Outstanding at December 31, 2024     588,397       2.67       7.81  
Granted     400,000       3.26       8.13  
Exercised     (6,825 )     2.04        
Forfeited                  
Cancelled     (60,175 )     2.01        
Expired     (14,286 )     5.25        
Outstanding at December 31, 2025     907,111     $ 2.94       7.03  
Exercisable at December 31, 2025     515,863     $ 2.38       6.90  

 

 

As of December 31, 2025 and 2024, vested outstanding stock options had $88 thousand and $1,151 thousand of intrinsic value as the exercise price is greater than the estimated fair value of the underlying common stock, respectively. As of December 31, 2025 and 2024, there were $609 thousand and $179 of unrecognized share-based compensation related to unvested stock options, which the Company expects to recognize over the next 36 months excluding options fully contingent upon certain sales-based milestones being achieved within 18 to 36 months of commercial release.

 

The Company recognizes compensation expense for stock option awards on a straight-line basis over the applicable service period of the award. The service period is generally the vesting period. The following assumptions were used to calculate share-based compensation expense for year ended December 31, 2025 and 2024:

   

    2025     2024  
Volatility     76.26-108.75 %     277.56-279.29 %
Risk-free interest rate     3.83-4.38 %     3.44-3.67 %
Dividend yield     0.0 %     0.0 %
Expected term     5.00-5.5 years       5.00 years  

 

The Company does not have sufficient historical information to develop reasonable expectations about future exercise patterns and post-vesting employment termination behavior. Accordingly, the Company has elected to use the “simplified method” to estimate the expected term of its share-based awards. The simplified method computes the expected term as the sum of the award’s vesting term plus the original contractual term divided by two.

 

The Company estimated the expected volatility input for the Black-Scholes model using the historical volatility of its own publicly traded common stock over a period commensurate with the expected term of the option.

 

The Company recognizes compensation expense for stock option awards on a straight-line basis over the applicable service period of the award. The service period is generally the vesting period.

 

Restricted stock awards

 

The following table summarizes the Company’s restricted stock awards activity for the year ended December 31, 2025:

  

    Number of    

Weighted

Average

Grant Date

 
    Units     Fair Value  
Outstanding at December 31, 2023     64,562     $ 1.82  
Granted     57,972       2.46  
Exercised and converted to common shares     (62,910 )     2.08  
Forfeited     (3,750 )     2.30  
Outstanding at December 31, 2024     55,874       2.16  
Granted     45,198       3.57  
Exercised and converted to common shares     (39,116 )     3.39  
Forfeited     (1,500 )     2.72  
Outstanding at December 31, 2025     60,456     $ 2.41  
Exercisable at December 31, 2025     24,962     $ 2.62  

 

 

Compensation expense will be recognized ratably over the total vesting schedule. The Company will periodically adjust the cumulative compensation expense for forfeited awards. The Company recognizes the reversal of any previously recognized compensation expense on forfeited awards in the period the awards are forfeited. As of December 31, 2025, there was $38 thousand unrecognized share-based compensation related to unvested RSUs, which the Company expects to recognize through December 2027.

 

Share-based compensation of $654 thousand and $367 thousand has been recorded for the year ended December 31, 2025 and 2024, respectively.

 

Warrants

 

The following table shows a summary of common stock warrants for the years ended December 31, 2025 and 2024.

  

          Weighted     Weighted  
          Average     Average  
    Number of     Exercise     Contractual  
    Warrants     Price     Term in Years  
Outstanding at December 31, 2023     3,442,904       5.41       2.87  
Warrants – 2021 IPO(1)     387,750       5.50       2.99  
Outstanding at January 1, 2024 (corrected)     3,830,654       5.42       2.88  
Granted     947,792       4.18       5.00  
Exercised     (5,439 )     2.80        
Forfeited                  
Cancelled     (7,802 )     2.80        
Expired                  
Outstanding at December 31, 2024     4,765,205       5.18       2.42  
Granted     387,392       4.17       5.00  
Exercised                  
Forfeited                  
Cancelled     (9,657 )     2.80        
Expired                  
Outstanding at December 31, 2025     5,142,940     $ 5.11       1.93  
Exercisable at December 31, 2025     5,142,940     $ 5.11       1.93  

 

  (1) The warrants outstanding have been corrected to reflect 387,750 additional warrants related to the December 27, 2021 unit offering not previously included in the prior year warrant schedule.

 

As of December 31, 2025, vested outstanding warrants had no intrinsic value as the exercise price is greater than the estimated fair value of the underlying common stock.

 

As of December 31, 2024, vested outstanding stock options had $300 thousand intrinsic value as the exercise price is greater than the estimated fair value of the underlying common stock.