10.
Share-Based Payment Awards

Equity Incentive Plans

The 2023 Long-Term Incentive Plan (the “2023 Plan”), approved by the Company’s stockholders on June 20, 2023 (the “Adoption Date”), originally provided for the issuance of up to 3,500,000 shares of the Company’s common stock reserved for issuance under the 2023 Plan plus any additional shares of the Company’s common stock that were available for grant under the 2008 and the 2016 Incentive Plan (the “2008 & 2016 Plan”) at the Adoption Date or would otherwise become available for grant under the 2008 Plan as a result of subsequent termination or forfeiture of awards under the 2008 or 2016 Plan. Prior to June 18, 2025, the maximum aggregate number of shares available for issuance under the 2023 Plan was equal to (i) 7,500,000 shares, plus (ii) 184,904 shares that were previously available for grant under the Company’s 2016 Equity Incentive Plan (the 2016 Plan) that were transferred to the 2023 Plan on June 20, 2023, plus (iii) any shares granted under the Company’s 2008 Equity Incentive Plan or 2016 Plan (collectively, the Prior Plans) that, on or after the effective date of the 2023 Plan, become available as a result of the termination or forfeiture of awards under the Prior Plans. At the Company’s Annual Meeting of Stockholders held on June 18, 2025, the Company’s stockholders approved an amendment to the 2023 Plan to increase the number of shares authorized for issuance by 2,900,000 shares to 10,400,000 shares under the 2023 Plan. At December 31, 2025, a total of approximately 4,727,914 shares were available for new awards under the 2023 Plan.

Starting March 2022, the Company granted non-statutory stock options to new employees as inducement awards to enter into employment with the Company. The grants were approved by the Compensation Committee of the Board of Directors and awarded in accordance with Nasdaq Listing Rule 5635(c)(4). Although not awarded under any equity incentive plans, the grants are subject to and governed by the terms and conditions of the applicable plan in effect at the time of the grant.

Stock Options

The following table provides a reconciliation of stock option activity under the Company’s equity incentive plan and for inducement awards for the year ended December 31, 2025:

 

 

 

Number of
Options

 

 

Weighted
Average
Exercise
Price

 

 

Weighted
Average
Remaining
Contractual
Life

 

 

Aggregate
Intrinsic
Value

 

 

 

 

 

 

 

 

 

(in years)

 

 

(in thousands)

 

Outstanding at December 31, 2024

 

 

7,670,647

 

 

$

12.47

 

 

 

7.43

 

 

 

7,478

 

Granted

 

 

2,919,985

 

 

 

9.15

 

 

 

 

 

 

 

Exercised

 

 

(270,895

)

 

 

5.43

 

 

 

 

 

 

 

Forfeited

 

 

(409,589

)

 

 

11.14

 

 

 

 

 

 

 

Expired

 

 

(244,306

)

 

 

19.56

 

 

 

 

 

 

 

Outstanding at December 31, 2025

 

 

9,665,842

 

 

$

11.54

 

 

 

7.38

 

 

$

73,168

 

Exercisable at December 31, 2025

 

 

5,034,273

 

 

$

12.36

 

 

 

6.18

 

 

$

35,544

 

The Company's stock options generally vest over four years with 25% vesting after one year of service followed by ratable monthly vesting over the remaining three years. Nonemployee awards are granted similar to the Company’s employee awards. All option grants have a 10-year term.

The Company recognizes stock-based compensation expense over the requisite service period based on the grant date fair value of the award. The Company has elected to use the Black-Scholes option pricing model to determine the fair value of awards granted.

The determination of the fair value of stock-based awards utilizing the Black-Scholes model is affected by the share price and a number of assumptions, including expected volatility, expected life, risk-free interest rate and expected dividends. The Company determined the expected volatility by using available historical price information. The expected life of the awards is estimated based on the simplified method. The risk-free interest rate assumption is based on observed interest rates appropriate for the terms of the awards. The dividend yield assumption is based on history and expectation of paying no dividends. Forfeitures have not been material in the periods presented.

The fair value of the share-based awards was measured with the following range of assumptions for the years ended December 31, 2025 and 2024:

 

 

Year ended December 31,

 

 

2025

 

2024

Option life (in years)

 

5.3 - 6.08

 

5.5 - 6.08

Stock volatility

 

99% - 102%

 

97% - 100%

Risk-free interest rate

 

3.67% - 4.45%

 

3.45% - 4.60%

Expected dividends

 

0.0%

 

0.0%

The following table summarizes information about employee, non-executive director and external consultant stock options for the years ended December 31, 2025 and 2024 (in thousands except per share amounts):

 

 

 

Year ended December 31,

 

2025

 

 

2024

 

Weighted average grant date fair value per share

 

7.36

 

 

$

14.13

 

Total cash received from exercise of stock options

 

1,471

 

 

 

5,528

 

Total intrinsic value of stock options exercised

 

1,262

 

 

 

7,887

 

Time-Vested Restricted Stock Units

Time-vested restricted stock units (RSUs) issued to date under the 2016 Plan and the 2023 Plan generally vest on a ratable annual basis over three years. The related stock-based compensation expense is recorded over the requisite service period, which is the vesting period. The fair value of all time-vested RSUs is based on the closing share price of the Company’s common stock on the date of grant.

The following table provides a reconciliation of RSU activity under the 2016 Plan and the 2023 Plan for the year ended December 31, 2025:

 

 

 

Number of Restricted Stock Units

 

 

Weighted Average Grant Date Fair Value

 

Nonvested at December 31, 2024

 

 

1,315,629

 

 

$

11.74

 

Granted

 

 

846,308

 

 

 

8.40

 

Vested

 

 

(626,222

)

 

 

10.33

 

Forfeited

 

 

(62,177

)

 

 

12.92

 

Nonvested at December 31, 2025

 

 

1,473,538

 

 

$

10.37

 

At December 31, 2025, the weighted average remaining vesting term of the RSUs was 1.4 years.

Employee Stock Purchase Plan

The Company’s Employee Stock Purchase Plan (the ESPP) allows qualified participants to purchase the Company’s common stock twice a year at 85% of the lesser of the average of the high and low sales price of the Company’s common stock on (i) the first trading day of the relevant offering period and (ii) the last trading day of the relevant offering period. The number of shares of the Company’s common stock each employee may purchase under this plan, when combined with all other employee stock purchase plans, is limited to the lower of an aggregate fair market value of $25,000 during each calendar year, or 5,000 shares of the Company’s common stock in any one offering period. The Company has maintained consecutive six-month offering periods since August 1, 2019. During the year ended December 31, 2025, 119,122 shares of the Company’s common stock were issued pursuant to the ESPP.

The Company estimated the fair value of the option component of the ESPP shares at the date of grant using a Black-Scholes valuation model. For the years ended December 31, 2025 and 2024, the compensation expense from ESPP shares was $0.4 million and $0.2 million, respectively.

Stock-Based Compensation Expense

The Company’s consolidated statements of comprehensive loss included total compensation expense from stock-based payment awards for the years ended December 31, 2025 and 2024, respectively, as follows (in thousands):

 

 

 

Year Ended
December 31,

 

 

 

2025

 

 

2024

 

Compensation expense included in:

 

 

 

 

 

 

Research and development

 

$

13,073

 

 

$

18,472

 

General and administrative

 

 

14,800

 

 

 

18,268

 

Total

 

$

27,873

 

 

$

36,740

 

During the years ended December 31, 2025 and December 31, 2024, the Company modified certain stock options and restricted stock awards resulting in incremental compensation expense of $0.3 million and $5.2 million, respectively.

At December 31, 2025, there was approximately $21.3 million of unrecognized compensation expense related to outstanding equity awards under the 2023 Plan, the 2016 Plan, the inducement awards and the ESPP that is expected to be recognized as expense over a weighted average period of approximately 1.64 years.

Historical Timeline

Fiscal YearFiled
2025Mar 5, 2026Showing above
2024Mar 6, 2025
2023Mar 8, 2024
2022Mar 10, 2023
2021Mar 14, 2022
2020Mar 12, 2021
2019Mar 16, 2020
2018Sep 18, 2018

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.