Annual report [Section 13 and 15(d), not S-K Item 405]

Stock-Based Compensation

v3.26.1
Stock-Based Compensation
12 Months Ended
Dec. 31, 2025
Share-Based Payment Arrangement [Abstract]  
Stock-Based Compensation

10. Stock-Based Compensation

2020 Equity Incentive Plan

On July 21, 2020, the Company’s board of directors and its stockholders approved the 2020 Equity Incentive Plan (“2020 Plan”). The 2020 Plan became effective immediately prior to the closing of the Company’s initial public offering in December 2020. The 2020 Plan provides for the granting of incentive stock options, nonqualified stock options, stock appreciation rights, restricted stock or restricted stock units to any of its employees, directors, consultants and other service providers or those of its affiliates. The board of directors has initially designated the compensation committee to administer the 2020 Plan. The compensation committee has broad authority to administer the plan and to determine the vesting conditions for awards. Neither the compensation committee nor the board of directors are authorized to reprice outstanding options or stock appreciation rights without shareholder consent. In addition, any amendments to increase the total number of shares reserved for issuance under the 2020 Plan or modification of the classes of participants eligible to awards requires ratification by the stockholders. On June 7, 2024, the stockholders of the Company approved an amendment to the 2020 Plan, pursuant to which the number of shares of Common Stock reserved and available for issuance under the 2020 Plan increased by 2,500,000 shares. On January 3, 2025, the stockholders of the Company approved an amendment to the 2020 Plan, pursuant to which the number of shares of Common Stock reserved and available for issuance under the 2020 Plan increased by 27,453,993 shares. Subject to certain adjustments, including the forfeiture of options previously granted under the Company's 2011 Plan that were added back to the 2020 Plan, the maximum number of shares of common stock that may be issued under the 2020 Plan after the stockholder's approval on January 3, 2025 in connection with awards is limited to 23,895,769 shares. On June 27, 2025, the stockholders approved an amendment to the 2020 Plan, pursuant to which an automatic evergreen provision was added to provide for an annual increase in January to the number of shares available for issuance under the 2020 Plan and to extend the term of such plan by approximately five years to 2030. On January 1, 2026, the number of shares available for issuance under the 2020 Plan was increased by 6,969,206 shares pursuant to the evergreen provision.

Following the effectiveness of the 2020 Plan, the Company ceased making grants under the 2011 Plan. However, the 2011 Plan continues to govern the terms and conditions of the outstanding awards granted under the 2011 Plan. Shares of common stock subject to awards granted under the 2011 Plan that cease to be subject to such awards by forfeiture or otherwise after the effective date of the 2020 Plan will become available for issuance under the 2020 Plan.

2011 Equity Incentive Plan

 

Prior to the closing of its initial public offering, the Company maintained the 2011 Plan, pursuant to which the Company made grants of non-qualified stock options to eligible employees and other service providers.

 

Restricted Stock

In connection with the acquisition of CorHepta in February 2025 (see Note 7), the Company issued a combined 1,660,222 shares of restricted common stock to two selling shareholders who were subsequently employed by the Company, which are subject to a combination of post-acquisition service and performance-based vesting conditions, as follows: (i) 996,133 shares shall vest on the first anniversary of the closing of the acquisition, (ii) 166,023 shares shall vest upon the achievement of a certain milestone specified in the Merger Agreement, and (iii) 498,066 shares shall vest on the first anniversary of the closing of the acquisition, provided that the performance milestone has been achieved by such date, and in all cases, provided that both employees have been continuously providing services to the Company during the one year period following the acquisition date. The performance milestone was not satisfied as of February 21, 2026 and therefore the 166,023 and 498,066 shares were forfeited as of that date.

For the restricted shares with service-based vesting conditions, stock-based compensation expense is recognized on a straight-line basis over the service period, which is generally the vesting term. For restricted shares with performance-based vesting conditions, stock-based compensation expense is recognized over the requisite service period when it is probable that the performance condition will be achieved.

The grant date fair value of the restricted shares issued in connection with the asset acquisition was $4.9 million. During the twelve months ended December 31, 2025, the Company recognized stock-based compensation expense of $2.5 million, related to the restricted shares with service-based vesting conditions. No stock-based compensation expense was recognized related to the restricted shares with performance-based vesting conditions during the twelve months ended December 31, 2025, as it was not considered probable that the performance milestone would be achieved. As of December 31, 2025, there was $2.4 million of unrecognized compensation expense related to the restricted shares issued in connection with the acquisition of CorHepta.

 

Stock Options

On October 9, 2024, the Company modified only the exercise price on all outstanding previously issued stock options. A total of 31 grantees were affected resulting in approximately $0.2 million of total incremental fair value expense recognized. The Company determined that the modification of the stock options, both vested and unvested, was a probable to probable (Type 1) modification. The Company recognized the grant date fair value and any incremental fair value on the modification date. For all options previously vested, all prior expense had been recognized and only the incremental fair value will be recognized. For the options not fully vested, any remaining grant date fair value plus the incremental fair value will be recognized ratably over the remaining vesting term.

The following is a summary of option activity under the 2011 Plan and the 2020 Plan:

 

 

 

Number of
Shares

 

 

Weighted-
Average
Exercise
Price
Per Share

 

 

Weighted-
Average
Remaining
Contractual
Term
(In Years)

 

Outstanding at December 31, 2023

 

 

800,293

 

 

$

11.90

 

 

 

5.30

 

Granted

 

17,219,692

 

 

 

1.42

 

 

 

 

Exercised

 

 

 

 

 

 

 

 

 

Forfeited

 

 

(1,140,595

)

 

 

9.11

 

 

 

 

Cancelled

 

 

(12,737

)

 

 

12.15

 

 

 

 

Outstanding at December 31, 2024

 

 

16,866,653

 

 

 

1.41

 

 

 

9.48

 

Granted

 

 

30,100,872

 

 

 

2.34

 

 

 

 

Exercised

 

 

(1,085,565

)

*

 

1.26

 

 

 

 

Forfeited

 

 

(7,614,521

)

 

 

1.53

 

 

 

 

Cancelled

 

 

(63,319

)

 

 

1.65

 

 

 

 

Outstanding at December 31, 2025

 

 

38,204,120

 

 

 

2.12

 

 

 

8.97

 

Exercisable at December 31, 2025

 

10,616,660

 

 

 

1.62

 

 

 

8.52

 

 

*Includes non-cash exercise of 322,434 options.

 

As of December 31, 2025, the intrinsic value of options outstanding was $7.7 million and $5.7 million of the intrinsic value of options was exercisable. Intrinsic value is calculated based on the aggregate difference between the closing price of the Company’s common stock on the last trading day of 2025 and the exercise price of each in the money stock option award. We adjust for actual forfeitures as they occur.

 

During the year ended December 31, 2024 certain performance conditions were met. No performance conditions were met during the year ended December 31, 2025.

The weighted-average fair values of options granted in the years ended December 31, 2025 and 2024 were $1.85 and $0.62, per share, respectively, and were calculated using the following estimated assumptions:

 

 

 

Year ended December 31,

 

 

 

2025

 

 

2024

 

Weighted-average risk-free interest rate

 

 

4.16

%

 

 

4.11

%

Expected dividend yield

 

 

0.00

%

 

 

0.00

%

Expected volatility

 

 

100.63

%

 

 

98.77

%

Expected terms

 

5.98 years

 

 

9.50 years

 

 

The total fair values of stock options that vested during the years ended December 31, 2025 and 2024 were $6,865,815 and $7,863,021, respectively.

As of December 31, 2025, there was $43,563,066 of total unrecognized compensation cost related to non-vested stock options granted under the 2011 Plan and the 2020 Plan. The Company expects to recognize that cost over a remaining weighted-average period of 3.12 years as of December 31, 2025.

Restricted Stock Units

During the years ended December 31, 2025 and 2024, there were no restricted stock units issued or outstanding.

 

Stock-Based Compensation Expense

The following table summarizes the stock-based compensation expense for stock options granted to employees and non-employees:

 

 

 

Year ended December 31,

 

 

 

2025

 

 

2024

 

Research and development

 

$

5,473,160

 

*

$

4,692,169

 

Selling, general and administrative

 

 

9,836,764

 

 

 

3,448,448

 

Total stock-based compensation expense

 

$

15,309,924

 

 

$

8,140,617

 

 

*Includes $2.5 million for year ended December 31, 2025 related to the restricted stock awards issued in connection with the acquisition of CorHepta.