EQUITY INCENTIVE PLAN

3 Months Ended

Mar. 31, 2025

EQUITY INCENTIVE PLAN [Abstract]

EQUITY INCENTIVE PLAN

9. EQUITY INCENTIVE PLAN

The Company currently issues stock awards under its 2017 Stock Option and Incentive Plan, as amended (the “2017 Plan”) which will expire on June 5, 2027. The shares authorized for issuance under the 2017 Plan were 395,380 at March 31, 2025, of which 11,637 were available for future grant. The shares authorized under the 2017 Plan are subject to annual increases on January 1 by 5% of the number of shares of common stock issued and outstanding on the immediately preceding December 31, or such lessor number of shares determined by the Company’s Board of Directors or Compensation Committee. During the three months ended March 31, 2025, the shares authorized for issuance increased by 74,681 shares.

Stock Options.

The Company accounts for all stock-based compensation payments to employees and directors, including grants of employee stock options, at fair value at the date of grant and expenses the benefit in operating expense in the condensed consolidated statements of operations over the service period of the awards. The Company records the expense for stock-based compensation awards subject to performance-based milestone vesting over the remaining service period when management determines that achievement of the milestone is probable based on the expected satisfaction of the performance conditions as of the reporting date. The Company records the expense for stock-based compensation awards subject to market-condition vesting over a derived service period which is calculated at the grant date. The fair value of each stock option granted is estimated on the date of grant using the Black-Scholes or other option pricing models, which requires various assumptions including estimating stock price volatility, expected life of the stock option, risk free interest rate and estimated forfeiture rate.

During the three months ended March 31, 2025, the Company granted stock options to purchase up to 77,500 shares of common stock at a weighted average exercise price of $6.06 per share. The stock options granted have either time-based or market-condition vesting.

The awards with time-based vesting have vesting periods of up to four years and had grant date fair values between $5.24 and $5.46. The fair value was calculated using the Black-Scholes option pricing model and used the following assumptions: risk free interest rate of 4.60% to 4.65%, based on the U.S. Treasury yield in effect at the time of grant; expected life of five to six years; and volatility of 124% to 128% based on historical volatility of the Company’s common stock over a time that is consistent with the expected life of the option.

The awards with market-condition vesting have a derived service period of 1.6 years and had a grant date fair value of $5.70. The fair value was calculated using a Monte Carlo Simulation and used the following assumptions: risk free interest rate of 4.67%; remaining term of ten years; and volatility of 121%.

The following table summarizes stock option activity under our plans during the three months ended March 31, 2025:

	Number of	Weighted-Average
	Options	Exercise Price
Outstanding at January 1, 2025	303,932	$	7.18
Granted	77,500		6.06
Forfeited	(250)		6.06
Outstanding at March 31, 2025	381,182	$	6.96
Exercisable at March 31, 2025	208,034	$	7.51

As of March 31, 2025, there were 337,895 options that were vested or expected to vest with aggregate intrinsic value of $0.1 million and a remaining weighted average contractual life of 7.1 years.

Restricted Stock Awards.

Restricted stock awards are subject to vesting restrictions. If a grantee’s service with the Company is terminated prior to vesting of the restricted stock, all unvested shares shall be forfeited and returned to the Company. Upon vesting, the restricted stock award shall no longer be deemed restricted.

As of March 31, 2025 and December 31, 2024, there were 2,492 and zero restricted stock awards that were vested and unvested, respectively.

There were no restricted stock awards granted during the three months ended March 31, 2025 and 2024, respectively.

Stock Compensation.

For the three months ended March 31, 2025 and 2024, we recorded non-cash stock-based compensation expense for all stock awards of $0.4 million, respectively, within operating expense in the accompanying statements of operations. As of March 31, 2025, the unrecognized compensation expense related to unvested stock awards was $1.4 million, which is expected to be recognized over a weighted-average period of 1.7 years.