BeyondSpring Inc. Stock Compensation Disclosure

7.	Share-based compensation

 

General

 

On February 24, 2017, in connection with the IPO, the Company’s board of directors and shareholders approved an equity compensation plan, the 2017 Omnibus Incentive Plan (the “2017 Plan”), which became effective on March 9, 2017, to provide an additional incentive to selected officers, employees, non-employee directors, independent contractors and consultants of the Company (the “Participants”). The share awards granted by the Company under the 2017 Plan contain service conditions, and will generally vest based on a time-based vesting schedule determined by the administrator of the 2017 Plan. Certain awards also contain (1) performance conditions with respect to research and development progress or/and business development progress, or/and (2) market conditions with respect to the share price of the Company. Under the 2017 Plan, the maximum number of the Company’s ordinary shares reserved for issuance is 5,277,197 shares.

 

Restricted Shares

 

The following table summarizes the Company’s restricted share activities under the 2017 Plan:

 

		Number of shares				Weighted average grant date fair value
							$
Outstanding at December 31, 2023			-				-
Granted			-				-
Vested			-				-
Forfeited			-				-
Outstanding at December 31, 2024			-				-
Granted			6,000				1.63
Vested			(3,000	)			1.63
Forfeited			-				-
Outstanding at December 31, 2025			3,000				1.63
Expected to vest at December 31, 2025			3,000				1.63

 

The total fair value of restricted shares vested during the years ended December 31, 2024 and 2025 was nil and $5, respectively.

 

As of December 31, 2025, there was $1 of total unrecognized share-based compensation cost, related to unvested and expected to vest restricted shares. This unrecognized share-based compensation cost is expected to be recognized over an estimated weighted-average period of 0.21 years. Total unrecognized compensation cost may be adjusted for actual forfeitures occurring in the future.

 

Share options

 

The following table summarizes the Company’s share option activities under the 2017 Plan:

 

		Number of options				Weighted average exercise price				Weighted average grant  date fair value				Weighted average remaining contractual term				Aggregate intrinsic value
						$				$				Years				$
Outstanding at December 31, 2023			1,865,226				6.46								7.66
Granted			838,939				3.02				2.53
Exercised			(28,666	)			0.95				0.77								34
Forfeited			(149,845	)			7.50				5.73
Outstanding at December 31, 2024			2,525,654				5.32								7.43				455
Granted			224,750				1.34				1.08
Forfeited			(18,598	)			2.67				2.07
Outstanding at December 31, 2025			2,731,806				5.01								6.58				514
Exercisable as of December 31, 2025			2,059,124				4.88								6.61				362
Vested and expected to vest at December 31, 2025			2,452,926				4.32								6.81				514

 

As of December 31, 2025, there was $128 of total unrecognized share-based compensation cost, related to unvested and expected to vest share options. This unrecognized share-based compensation cost is expected to be recognized over an estimated weighted-average period of 0.41 years. Total unrecognized compensation cost may be adjusted for actual forfeitures occurring in the future. The intrinsic value of a share option is the difference between the market price of the ordinary share at the measurement date and the exercise price of the option.

 

The total fair value of share options vested during the years ended December 31, 2024 and 2025 was $1,412 and $246, respectively.

 

Fair value of options

 

The Black-Scholes-Merton formula was applied in determining the estimated fair value of the share options granted without market conditions. The model requires the input of assumptions including the estimated expected share price volatility and the expected terms of awards. The Company historically has limited available historical data to demonstrate consistent early exercise behavior. To determine the expected term of the awards, the Company applied a simplified method considering factors including the timing of achieving various performance conditions and their respective probabilities as well as the contractual life of the options. The determination of the expected terms for awards with performance conditions involves the application of management’s judgment. The risk-free interest rates for the periods within the expected term of the option are based on the U.S. Treasury rate. The volatility assumption was estimated based on the historical volatility of the Company’s share price.

 

The following table presents the assumptions used in Black-Scholes-Merton formula to estimate the fair values of the share options granted in the years presented:

 

		For the year ended December 31,
		2024									2025
Fair value of ordinary share			0.90		~		3.60								1.34
Risk-free interest rate			3.84	%	~		4.52	%			3.77	%	~		4.03	%
Expected term (years)			2.89		~		6.25				3.00		~		5.50
Expected volatility			110	%	~		140	%			105	%	~		115	%
Expected dividend yield							0	%							0	%
Contractual life (years)			5		~		10				5		~		10

 

Long-term incentives

 

During 2021, the Company issued long-term incentive with an aggregate value of $79,225 to certain of its senior management. The long-term incentive awards are subject to certain performance-based vesting conditions and certain awards also are subject to market conditions. 25% of the long-term incentive awards will be settled in the Company’s ordinary shares, and the remaining 75% of the awards will be settled in cash or the Company’s ordinary shares, all or in part, at the grantee’s election.

 

The long-term incentive awards are classified as liability awards. As of December 31, 2025, the Company has issued a total of 3,486 ordinary shares with a total fair value of $37. Compensation expense recognized for the years ended December 31, 2024 and 2025 was $(13) and $(153) respectively. As of December 31, 2025, there was $60 of total unrecognized share-based compensation cost, related to unvested and expected to vest long-term incentive awards. This unrecognized share-based compensation cost is expected to be recognized over an estimated weighted-average period of 3.06 years. Total unrecognized compensation cost may be adjusted for actual forfeitures occurring in the future.

 

The following table summarizes total share-based compensation expense recognized under 2017 Plan for the years ended December 31, 2024 and 2025:

 

		Year ended December 31,
		2024				2025
		$				$
Research and development			63				106
General and administrative			2,000				390
Total			2,063				496

 

SEED 2022 Share Incentive Plan

 

In 2022, SEED adopted its 2022 Share Incentive Plan (the “SEED Plan”). Under this plan, SEED has granted share options to some of its employees and consultants, which will be settled by SEED in its ordinary shares upon exercise of those options. These awards are generally subject to a four-year or five-year time-based vesting schedule as determined by the administrator of the plan.

 

The following table summarizes SEED’s share option activities under the 2022 Plan:

 

		Number of options				Weighted average exercise price				Weighted average grant date fair value				Weighted average remaining contractual term				Aggregate intrinsic value
														Years
Outstanding at December 31, 2023			1,257,000				0.50								8.82
Granted			651,333				0.60				0.26
Forfeited			(9,500	)			0.50				0.32
Outstanding at December 31, 2024			1,898,833				0.53								7.63				1,760
Granted			375,344				1.46				1.30
Exercised			(77,250	)			1.12				0.84								26
Forfeited			(7,500	)			0.50				0.23
Outstanding at December 31, 2025			2,189,427				0.67								7.05				2,230
Exercisable as of December 31, 2025			989,749				0.50								6.69				946
Vested and expected to vest at December 31, 2025			2,124,427				0.65								6.98				2,215

 

As of December 31, 2025, there was $354 of total unrecognized share-based compensation cost, related to unvested and expected to vest share options under the SEED Plan. This unrecognized share-based compensation cost is expected to be recognized over an estimated weighted-average period of 1.32 years. The total fair value of share options vested during the years ended December 31, 2024 and 2025 was $88 and $23, respectively.

 

The Black-Scholes-Merton formula was applied in determining the estimated fair value of the share options granted by SEED. The following table presents the assumptions used in Black-Scholes-Merton formula to estimate the fair values of the share options granted in the years presented:

 

		For the year ended December 31,
		2024								2025
Fair value of ordinary share			0.19		~		1.46				1.46		~		1.69
Risk-free interest rate			3.51	%	~		4.31	%			3.81	%	~		4.44	%
Expected term (years)			3.75		~		6.25				5.50		~		10
Expected volatility			117.10	%			141.40	%			114.02	%			126.34	%
Expected dividend yield							0	%							0	%
Contractual life (years)			5		~		10								10

 

The following table summarizes total share-based compensation expense recognized under the SEED Plan for the years ended December 31, 2024, and 2025. These expenses were included in loss from discontinued operations for all the periods presented.

 

		Year ended December 31,
		2024				2025
		$				$
Research and development			50				29
General and administrative			142				196
Total			192				225