XML 51 R18.htm IDEA: XBRL DOCUMENT v3.25.4
Stock-Based Compensation
12 Months Ended
Dec. 31, 2025
Share-Based Payment Arrangement [Abstract]  
Stock-Based Compensation Stock-Based Compensation
Equity Incentive Plans
In 2015, the Company's Board of Directors adopted the 2015 Equity Incentive Plan, as amended in 2018, 2019 and 2020 (the “2015 Plan”), which provided for the grant of incentive stock options, nonqualified stock options or other awards including stock appreciation rights and restricted stock awards to the Company’s employees, officers, directors, advisors, and consultants. In May 2020, the Board of Directors adopted the 2020 Stock Option and Incentive Plan (the “2020 Plan”) and suspended the 2015 Plan. Awards outstanding under either the 2015 Plan or 2020 Plan that are cancelled, expire or otherwise terminated subsequent to May 2020 will become available for issuance as common stock under the 2020 Plan. Additionally, the 2020 Plan is subject to automatic increases on January 1 of each year beginning January 1, 2021. The number of shares added each January 1 will be equal to the lesser of: (i) 5% of the outstanding shares on the immediately preceding December 31 or (ii) such amount as determined by the compensation committee of the Board of Directors.
The 2020 Plan provides for the grant of incentive stock options, nonqualified stock options or other awards including stock appreciation rights, restricted stock awards and restricted stock units to the Company’s employees, officers, directors, advisors and consultants. As of December 31, 2025, the 2020 Plan had 7,832,167 shares of common stock available for future issuance.
In 2022, the Board of Directors adopted the 2022 Inducement Plan ("Inducement Plan"), under which the Company may grant nonqualified stock options or other awards including stock appreciation rights and restricted stock awards. As of December 31, 2025, 1,425,000 shares of common stock were available for issuance.
Options under the 2020 Plan and Inducement Plan may be granted for periods of up to 10 years and at prices no less than the market price of the Company’s common stock on the date of grant, provided, however, that the exercise price of an incentive stock option granted to a 10% shareholder shall not be less than 110% of the fair value of the shares on the date of grant and the option is not exercisable after the expiration of five years from the date of grant.
Incentive Stock Options and Nonqualified Stock Options
Stock options issued under either the 2015 Plan, the 2020 Plan or the Inducement Plan generally vest over four years and expire ten years from the date of grant. Certain options provide for accelerated vesting if there is a change in control, as defined in the respective plans.
The Company used Black-Scholes option pricing model to estimate stock-based compensation expense for stock option awards with the following assumptions:
Year Ended December 31,
20252024
MinMaxMinMax
Expected volatility86.82%89.30%85.02%88.02%
Risk-free interest rate3.98%4.45%3.45%4.60%
Expected dividend
Expected term (in years)5.346.085.316.08
Underlying common stock fair value$1.37$12.63$11.09$17.44
A summary of option activity under the 2015 Plan, 2020 Plan and Inducement Plan is as follows:
Number
of
Options
Weighted-
Average Exercise
Price per Share
Weighted-
Average
Remaining
Contractual
Term (in Years)
Aggregate
Intrinsic
Value (in thousands)
Outstanding as of December 31, 20248,300,804 $17.23 7.5$13,769 
Granted2,271,680 $9.68 
Exercised(4,921)$12.18 
Forfeited(3,111,497)$16.40 
Outstanding as of December 31, 20257,456,066 $15.28 5.6$— 
Exercisable as of December 31, 20255,305,752 $15.98 4.8$— 
Vested and expected to vest as of December 31, 20257,456,066 $15.28 5.6$— 
As of December 31, 2025, there was $18.8 million of unrecognized compensation costs that is expected to be recognized over the weighted-average periods of 2.3 years related to stock options. The total intrinsic value of stock options exercised was $5 thousand, and $1.9 million for December 31, 2025, and 2024, respectively. Intrinsic value represents the difference between the current fair value of the underlying stock and the exercise price of the stock option at the respective balance sheet dates. The weighted-average grant date fair value of options granted during the years ended December 31, 2025, and 2024 was $7.25 and $15.00 per share, respectively.
Restricted Stock Units
The service-based condition for restricted stock units ("RSUs") is satisfied over three years. The following table sets forth the outstanding RSUs and related activity for the year ended December 31, 2025:
Restricted Stock UnitsWeighted Average Grant Date Fair Value
Unvested and outstanding as of December 31, 2024932,634 $24.28 
Granted840,341 $10.67 
Released(372,313)$26.02 
Forfeited(542,415)$15.04 
Unvested and outstanding as of December 31, 2025858,247 $16.04 
As of December 31, 2025, the Company had $5.8 million of unrecognized stock-based compensation expense related to outstanding RSUs expected to be recognized over a weighted-average period of 1.5 years.
Performance-Based Restricted Stock Units
In July 2022 the Company granted performance-based restricted stock units ("PSUs") that vested upon the achievement of market and performance conditions. Market conditions included the Company's total shareholder return ("TSR") relative to the NASDAQ Biotechnology Index over the term of the award ending on June 30, 2024, and performance conditions consisted of multiple clinical development milestones associated with bexotegrast. The PSUs associated with clinical development milestones vested in 2023 and the market-based PSUs vested at 55% of their target in 2024. Stock based compensation associated with PSUs was nil for the twelve months ended December 31, 2025 and $1.3 million for the twelve months ended December 31, 2024. There were no PSUs outstanding as of December 31, 2025 and 2024.
2020 Employee Stock Purchase Plan
In June 2020, the Company adopted the 2020 Employee Stock Purchase Plan (the "2020 ESPP") and reserved 700,000 shares of common stock for future issuance under the plan. The 2020 ESPP is subject to automatic increases on January 1 of each calendar year, beginning January 1, 2021, by the lesser of (i) 1% of the outstanding shares on the immediately preceding December 31, (ii) 700,000 shares or (iii) such lesser amount as determined by, the compensation committee of the Board of Directors.
Under the 2020 ESPP, eligible employees may purchase shares of our common stock through payroll deductions that cannot exceed 15% of the employee’s salary. The 2020 ESPP provides for a six-month offering period. At the end of the purchase period, eligible employees are permitted to purchase shares of common stock at the lower of 85% of the fair market value at the beginning or end of the offering period subject to tax limitations on the total value of the purchase. The 2020 ESPP is considered a compensatory plan, and the Company recorded $0.2 million, and $0.5 million in stock-based compensation expense for years ended December 31, 2025, and 2024, respectively. During the years ended December 31, 2025, and 2024, 211,218 shares, and 110,222 shares, respectively, of common stock were issued under the 2020 ESPP.
The Company used the Black-Scholes option pricing model to estimate stock-based compensation expense for the 2020 ESPP with the following assumptions:
Year Ended December 31,
20252024
Risk-free interest rate
3.99% - 4.29%
4.80% -5.27%
Expected term of options (in years)0.500.50
Expected stock price volatility
70.91% - 208.00%
50.95% - 63.92%
Expected dividends—%—%
Stock-Based Compensation Expense
The following table presents the classification of stock-based compensation expense during the years ended December 31, 2025, and 2024 (in thousands):
Year Ended December 31,
20252024
Stock options and ESPP$18,065 $24,764 
Restricted stock units8,171 11,585 
Performance-based restricted stock units— 1,277 
Total stock-based compensation expense$26,236 $37,626 
Research and development expenses$9,983 $14,108 
General and administrative expenses$16,253 $23,518