Decoy Therapeutics Inc. Stock Compensation Disclosure
NOTE 10. EQUITY-BASED COMPENSATION
Equity Incentive Plans
The Company has granted options to employees, directors, and consultants under the 2015 Equity Incentive Plan (the "2015 Plan"). The 2015 Plan provides for the grant of incentive stock options ("ISOs"), nonstatutory stock options, restricted stock awards, restricted stock units, stock appreciation rights, performance-based stock awards and other stock-based awards. Additionally, the 2015 Plan provides for the grant of performance-based cash awards. ISOs may be granted only to the Company's employees. All other awards may be granted to the Company's employees, including officers, and to non-employee directors and consultants. The 2015 Plan expired in accordance with its terms in January 2025 and was replaced by a stockholder approved plan in February 2026.
During the twelve months ended December 31, 2025 and 2024, the Company awarded 0 and 117, respectively, stock options to its employees and directors, pursuant to the plan described above. Stock options generally vest over to four years and have a contractual term of ten years. Stock options are valued using the Black-Scholes option pricing model and compensation cost is recognized based on the resulting value over the service period. Expected volatilities utilized in the model are based on implied volatilities from traded stocks of peer companies. Similarly, the dividend yield is based on historical experience and the estimate of future dividend yields. The risk-free interest rate is derived from the U.S. Treasury yield curve in effect at the time of grant. The expected term of the options is based on the average period the stock options are expected to remain outstanding. The fair value of the option grants of $0.1 million has been estimated with the following assumptions for the year ended December 31, 2025:
|
|
2025 |
|
|
Risk-free interest rate |
|
4.00%-4.61% |
|
|
Volatility |
|
82% - 123.31% |
|
|
Expected life (years) |
|
4.5 -6 years |
|
|
Expected dividend yield |
|
|
0.00 |
% |
The following table summarizes stock option activity for employees and non-employees for the twelve months ended December 31, 2025 and 2024:
|
|
Shares |
|
|
Weighted- |
|
|
Weighted- |
||
Outstanding at December 31, 2023 |
|
|
62 |
|
|
$ |
34,243.20 |
|
|
7.13 |
Granted |
|
|
117 |
|
|
$ |
543.60 |
|
|
|
Exercised |
|
|
— |
|
|
|
— |
|
|
|
Forfeited |
|
|
(4 |
) |
|
|
— |
|
|
|
Expired |
|
|
— |
|
|
|
— |
|
|
|
Outstanding at December 31, 2024 |
|
|
175 |
|
|
$ |
12,015.00 |
|
|
8.2 |
Exercisable at December 31, 2024 |
|
|
52 |
|
|
$ |
36,550.80 |
|
|
6.17 |
Granted |
|
|
— |
|
|
$ |
— |
|
|
|
Options assumed from asset acquisition |
|
|
13,548 |
|
|
|
|
|
|
|
Exercised |
|
|
— |
|
|
|
|
|
|
|
Forfeited |
|
|
— |
|
|
|
|
|
|
|
Expired |
|
|
— |
|
|
|
|
|
|
|
Outstanding at December 31, 2025 |
|
|
13,723 |
|
|
$ |
480.70 |
|
|
7.51 |
Exercisable at December 31, 2025 |
|
|
10,216 |
|
|
$ |
451.34 |
|
|
7.35 |
As of December 31, 2025 and 2024, there was approximately $1.1 million and $0.1 million of total unrecognized compensation cost, respectively, related to unvested stock options. Total unrecognized compensation cost will be adjusted for future changes in employee and non-employee forfeitures, if any. The Company expects to recognize that cost over a remaining weighted-average period of 0.47 years.
Historical Timeline
| Fiscal Year | Filed | |
|---|---|---|
| 2025 | Mar 31, 2026 | Showing above |
| 2024 | Mar 21, 2025 | |
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.