8. Stock-based Compensation

The Company recognized stock-based compensation as follows (in thousands):

 

 

 

Year Ended
December 31,

 

 

 

2025

 

 

2024

 

Research and development

 

$

11,109

 

 

$

19,836

 

General and administrative

 

 

15,549

 

 

 

19,627

 

Total stock-based compensation

 

$

26,658

 

 

$

39,463

 

 

Determination of Fair Value

The estimated grant-date fair value of all the Company’s options to purchase common stock was calculated using the Black-Scholes option pricing model, based on the following assumptions:

 

 

 

Year Ended December 31,

 

 

2025

 

2024

Expected term (in years)

 

5.3 -6.0

 

6.0

Expected volatility

 

80% -88%

 

81%

Risk free interest rate

 

3.8% - 4.1%

 

4.3%

Dividend yield

 

 

 

The fair value of each stock option was determined by the Company using the methods and assumptions discussed below. Each of these inputs is subjective and generally requires judgment and estimation by management.

Expected Term—The expected term represents the period that stock-based awards are expected to be outstanding. The expected term was derived by using the simplified method which uses the midpoint between the average vesting term and the contractual expiration period of the stock-based award.

Expected Volatility—The Company had limited information on the volatility of stock options as the shares were not actively traded on any public markets prior to February 7, 2019. The expected volatility was derived from the historical stock volatilities of comparable peer public companies within its industry. Those companies were considered to be comparable to the Company’s business over a period equivalent to the expected term of the stock-based awards. In 2020, the Company began giving weight to in its own historical volatility in the determination of expected volatility. Beginning in 2025, we have used only our own historical stock price volatility in the determination of expected volatility.

Risk-Free Interest Rate—The risk-free interest rate is based on the U.S. Treasury yield curve in effect at the date of grant for zero-coupon U.S. Treasury notes with maturities approximately equal to the expected term.

Expected Dividend Rate—The expected dividend is zero as the Company has not paid nor does it anticipate paying any dividends on its common stock in the foreseeable future.

2019 Equity Incentive Plan and 2022 Inducement Plan

On February 6, 2019, the Company adopted the 2019 Equity Incentive Plan (2019 Plan) under which the Board may issue incentive stock options, nonstatutory stock options, restricted stock, restricted stock units, stock appreciation rights, performance units, and performance shares to the Company’s employees, directors, and consultants. The Company’s 2017 Stock Option and Grant Plan (2017 Plan) was terminated; however, shares subject to outstanding awards granted under it will continue to be governed by the 2017 Plan. Shares reserved for issuance but not issued pursuant to, or not subject to, awards granted under the 2017 Plan were added to the available shares in the 2019 Plan. Shares subject to awards granted under the 2017 Plan that are repurchased by, or forfeited to, the Company will also be reserved for issuance under the 2019 Plan. The board of directors, or a committee appointed by the board of directors, has the authority to determine to whom options or shares will be granted, the number of shares, the term, and the exercise price. Under the 2019 Plan, if an individual owns stock representing 10% or more of the outstanding shares, then for the individual’s incentive stock options, the exercise price of each share will be at least 110% of the fair market value and the term of the award will not exceed five years. All other options granted under the 2019 Plan must have an exercise price at least equal to the fair market value on the date of grant and have a term not to exceed ten years. The stock options generally vest over a four-year period with one forty-eighth of the shares vesting each month or over a four-year period with 25% vesting at the one-year cliff and monthly thereafter. The RSUs generally vest over a period of three years with one-twelfth of the shares vesting quarterly.

On January 1, 2025, 4,954,294 shares were automatically added to the shares reserved for issuance under the 2019 Plan in accordance with the terms of the 2019 Plan. As of December 31, 2025, the Company had reserved 25,374,512 shares of common stock under the 2019 Plan, of which 10,477,828 shares were available for issuance of future awards.

On January 1, 2022, the Company adopted the 2022 Inducement Plan (Inducement Plan) and reserved 1,630,000 shares for issuance under the Inducement Plan for the grant of equity-based awards to individuals who were not previously employees or non-employee directors of the Company. On September 22, 2022, the Company increased the number of shares available for issuance under the 2022 Inducement Plan to a total of 3,300,000 shares. As of December 31, 2025, 2,580,302 shares were available for issuance of future awards under the Inducement Plan.

Option activity is shown below:

 

 

 

Number of
Options

 

 

Weighted
Average
Exercise
Price Per
Share

 

 

Weighted
Average
Remaining
Contractual
Term

 

 

Aggregate
Intrinsic
Value

 

 

 

 

 

 

 

 

 

(In years)

 

 

(In thousands)

 

Outstanding as of December 31, 2024

 

 

10,723,681

 

 

$

14.24

 

 

 

 

 

 

 

Granted

 

 

2,781,292

 

 

 

1.31

 

 

 

 

 

 

 

Exercised

 

 

(12,075

)

 

 

1.20

 

 

 

 

 

 

 

Forfeited

 

 

(2,030,188

)

 

 

12.55

 

 

 

 

 

 

 

Outstanding as of December 31, 2025

 

 

11,462,710

 

 

$

11.41

 

 

 

5.0

 

 

$

691

 

Exercisable as of December 31, 2025

 

 

8,674,204

 

 

$

3.47

 

 

 

3.5

 

 

$

48

 

Vested and expected to vest as of December 31,
   2025

 

 

11,462,710

 

 

$

11.41

 

 

 

5.0

 

 

$

691

 

 

For each in-the-money stock option, the aggregate intrinsic value is calculated as the number of shares underlying the stock option multiplied by the difference between the per share exercise price of the stock option and the fair market value of the Company’s common stock on the relevant date. The aggregate intrinsic value of options exercised was less than $0.1 million and zero, for the years ended December 31, 2025 and 2024, respectively. The weighted-average grant-date fair value per share of options granted was $0.97 and $4.45, for the years ended December 31, 2025 and 2024, respectively. As of December 31, 2025, total unrecognized stock-based compensation related to unvested stock options was $3.7 million, which the Company expects to recognize over a remaining weighted-average period of 3.4 years.

Restricted Stock Unit Activity

Activity for the RSUs is shown below. In May 2021 and January 2022, the Company issued RSUs with market conditions to certain executives, which are also included in the table below. The RSUs with market conditions are earned based on stock price performance and continued service by the employee. The RSUs with market conditions

trigger vesting upon the Company’s stock price attaining a specified level over a specified period of time. The shares then vest quarterly over one year after attainment. The Company used a Monte Carlo simulation model to determine the fair value of the awards at the grant date. The Monte Carlo model uses the fair value inputs on the grant date to run simulations and take an average of possible outcomes. The total grant date fair value of the RSUs with market condition was $6.6 million to be amortized over an estimated weighted average service period of 2.1 years. Compensation expense related to awards with market-based conditions is recognized regardless of whether the market condition is ultimately satisfied if the related service has been provided.

 

 

 

Number of
Shares

 

 

Weighted
Average
Grant
Date Fair
Value per
Share

 

Unvested restricted stock units as of December 31, 2024

 

 

8,365,063

 

 

$

5.76

 

Granted

 

 

2,676,927

 

 

 

1.32

 

Vested

 

 

(3,962,364

)

 

 

5.00

 

Forfeited

 

 

(3,202,691

)

 

 

5.84

 

Unvested restricted stock units as of December 31, 2025

 

 

3,876,935

 

 

$

3.41

 

 

As of December 31, 2025, total unrecognized stock-based compensation related to unvested RSUs issued to employees was $12.2 million, which the Company expects to recognize over a remaining weighted-average period of 1.7 years.

2019 Employee Stock Purchase Plan

The 2019 Employee Stock Purchase Plan (2019 ESPP) enables eligible employees of the Company to purchase shares of common stock at a discount. Each offering period is approximately six months long beginning on the first trading day on or after June 1 and December 1 each year. ESPP participants purchase shares of common stock at a price per share equal to 85% of the lesser of (1) the fair market value per share of the common stock on the first trading day of the offering period or (2) the fair market value of the common stock on the purchase date. On January 1, 2025, 591,397 shares were added to the shares reserved for issuance under the 2019 ESPP pursuant to the annual automatic increase. As of December 31, 2025, there was less than $0.1 million in unrecognized compensation expense related to the 2019 ESPP expected to be recognized over five months.

About Stock Compensation Disclosures

Stock-based compensation disclosures detail the equity awards granted to employees and executives — including stock options, restricted stock units (RSUs), and performance shares — along with the valuation methods and assumptions used to expense them. This section reveals the true cost of talent retention and the alignment between management incentives and shareholder interests.

Key signals: total unrecognized compensation expense and its expected recognition period signal future earnings headwinds from already-granted awards. For stock options, examine Black-Scholes assumptions — expected volatility, risk-free rate, and expected term — as understating any of these reduces reported compensation expense. Compare stock compensation expense as a percentage of revenue against peers to assess dilution cost. Watch vesting schedules for acceleration clauses tied to change-of-control events. Performance-based awards with undemanding targets may indicate weak governance. Add back stock compensation to operating cash flow to calculate a more conservative free cash flow figure.