Quarterly report [Sections 13 or 15(d)]

Share-based Compensation

v3.26.1
Share-based Compensation
6 Months Ended
Jun. 30, 2026
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 as of that date. 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 June 30, 2026:

 

    Awards                 Awards  
    Reserved for     Awards     Awards     Available for  
    Issuance     Issued     Exercised     Grant  
2019 Plan(1)     1,651,429       1,262,135       194,240       389,294  
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.

 

Incentive stock options

 

On April 27, 2026, the Company granted options to purchase up to 160,000 shares of the Company’s common stock at a per share exercise price of $0.65 to the current Chief Financial Officer pursuant to the terms of an employment agreement dated April 27, 2026, all of which vests as follows: 40,000 shares vest on the first anniversary, and the remaining 120,000 shares vest in 36 equal monthly installments of 3,334 shares (with rounding adjustments) commencing on March 31, 2027 and expires ten years from the date of the grant.

 

On February 12, 2026, the Company granted options to purchase up to 25,000 shares of the Company’s common stock at a per share exercise price of $1.31 to the former Chief Financial Officer pursuant to the terms of a separation agreement dated February 4, 2026, all of which vests immediate and expires three years from the date of the grant.

 

The following table summarizes the Company’s incentive stock option activity and related information for the six months ended June 30, 2026:

 

                Weighted  
          Weighted     Average  
          Average     Contractual  
    Number of     Exercise     Term in  
    Options     Price     Years  
Outstanding at January 1, 2026     907,111     $ 2.94       7.03  
Granted     185,000       0.74       9.32  
Exercised                  
Forfeited     (83,748 )     3.56        
Outstanding at June 30, 2026     1,008,363     $ 2.49       6.79  
Exercisable at June 30, 2026     600,863     $ 2.33       6.52  

 

As of June 30, 2026, vested outstanding stock options had $1 thousand intrinsic value as the exercise price is greater than the estimated fair value of the underlying common stock, respectively. As of June 30, 2026, there was approximately $288 thousand of total unrecognized share-based compensation related to unvested stock options, which the Company expects to recognize over the next 33 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 the grant date fair value of awards issued during the six months ended June 30, 2026 and 2025:

 

    2026     2025  
Volatility     76.07-80.42 %     78.21 %
Risk-free interest rate     3.49-3.94 %     4.38 %
Dividend yield     0.0 %     0.0 %
Expected term     3.00-5.62 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.

 

Restrictive stock awards

 

Effective February 12, 2026, the Company granted an aggregate of 20,325 fully vested shares of its common stock to its former Chief Financial Officer pursuant to the terms of a separation agreement dated February 4, 2026. An additional 20,325 shares were authorized for issuance under the agreement; however, such issuance was forfeited. Under ASC 718, Compensation—Stock Compensation, the Company has measured the value of the 40,650 shares granted based on the closing price of the Company’s stock at the grant date of the RSU Grant ($0.63 per share).

 

The following table summarizes the Company’s restricted stock awards activity for the six months ended June 30, 2026:

 

          Weighted  
          Average  
    Number of     Grant Date  
    Units     Fair Value  
Outstanding at January 1, 2026     60,456     $ 2.41  
Granted     51,934       0.92  
Exercised and converted to common shares     (20,325 )     1.40  
Forfeited     (23,825 )     0.94  
Outstanding at June 30, 2026     68,240     $ 2.09  
Exercisable at June 30, 2026     62,116     $ 2.02  

 

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 June 30, 2026, there was $13 thousand unrecognized share-based compensation related to unvested RSUs, which the Company expects to recognize through December 2027.

 

Share-based compensation of $262 thousand and $293 thousand has been recorded for the six months ended June 30, 2026 and 2025, respectively.

 

Warrants

 

The following table shows a summary of common stock warrants through June 30, 2026:

 

          Weighted     Weighted  
          Average     Average  
    Number of     Exercise     Contractual  
    Warrants     Price     Term in Years  
Outstanding at January 1, 2026     5,142,940     $ 5.11       1.93  
Granted     11,975,071       0.79       5.00  
Expired     (349,314 )     4.77        
Outstanding at June 30, 2026     16,768,697     $ 2.03       3.80  
Exercisable at June 30, 2026     16,768,697     $ 2.03       3.80  

 

As of June 30, 2026 and 2025, vested outstanding warrants had $0 thousand and $2 thousand, respectively, intrinsic value as the exercise price is greater than the estimated fair value of the underlying common stock.