Stock-Based Compensation and Stockholders’ Equity

3 Months Ended

Mar. 31, 2026

Stock-Based Compensation and Stockholders’ Equity

The following table summarizes the compensation expense related to the Company’s stock-based compensation arrangements recognized in the accompanying condensed consolidated statements of operations and comprehensive loss:


	Three Months Ended March 31,
	2026		2025
Selling, general and administrative	$	4,750	$	5,749
Research and development	366		179
Total stock-based compensation expense, excluding capitalized stock-based compensation expense	$	5,116	$	5,928
Capitalized stock-based compensation expense in Intangible assets, net	5		38
Total stock-based compensation expense	$	5,121	$	5,966

As of March 31, 2026, there were $46,485 of total unrecognized compensation costs related to unvested shares subject to outstanding service-based stock options and restricted stock units. Unrecognized compensation costs associated with these stock options and restricted stock units are expected to be expensed over a weighted-average period of 3.0 and 3.1 years, respectively. As of March 31, 2026, total unrecognized compensation costs related to unvested shares subject to outstanding performance-based restricted stock units and market-based restricted stock units were $6,087. Unrecognized compensation costs associated with outstanding performance-based restricted stock units and market-based restricted stock units are expected to be expensed over a weighted-average period of 2.6 years.

Preferred Stock

The Company has 10,000,000 authorized shares of preferred stock with a par value of $0.00001 per share. As of March 31, 2026 and December 31, 2025, no shares of its preferred stock were issued and outstanding.

Common Stock

The Company has 100,000,000 authorized shares of common stock with a par value of $0.00001 per share. As of March 31, 2026 and December 31, 2025, 65,839,803 and 65,008,183 shares of its common stock were issued and outstanding, respectively.

2024 Employee Stock Purchase Plan (“2024 ESPP”)

On June 6, 2024, the Company approved the adoption of the 2024 Employee Stock Purchase Plan. The 2024 ESPP provides an opportunity to purchase shares of the Company’s common stock at a favorable price and upon favorable terms in consideration of the participating employees’ continued services. Eligible employees will be entitled to purchase, by means of payroll deductions, limited numbers of the Company’s common stock at a discount during periodic offering periods, and the first offering period under the 2024 ESPP commenced on May 1, 2025. There were 579,648 shares initially reserved for issuance under the 2024 ESPP, which shall automatically increase on March 5th of each calendar year, by an amount equal to the lesser of (i) 1.0% of the total number of shares of common stock issued and outstanding on March 4th of the year in which such increase is to occur, (ii) 579,648 shares of common stock, or (iii) such number of shares of common stock as may be established by the Board of Directors. As of March 31, 2026, the Company had issued 55,670 shares under the 2024 ESPP.

Termination of “At-the-Market” Offering Program

On March 8, 2023, the Company entered into the ATM Sales Agreement with Leerink Partners LLC (the “Sales Agent”), pursuant to which the Company could sell shares of its common stock from time to time for an aggregate gross proceeds of up to $50,000 (the “ATM Program”). Under the ATM Sales Agreement, the Sales Agent is entitled to a commission of 3.0% of the gross proceeds from any sales of the Company’s common stock under the ATM Program. On May 1, 2026, the

Company terminated the ATM Sales Agreement and the related ATM Program. No shares were sold under the ATM Sales Agreement prior to its termination.

2017 Omnibus Incentive Plan

The Company’s 2017 Omnibus Incentive Plan (the “Plan”) provides for the grant of incentive options to employees of the Company and for the grant of non-statutory options, restricted stock awards, restricted stock unit awards, stock appreciation rights, performance stock awards and other forms of stock compensation to the Company’s officers, directors, consultants and employees. The maximum number of shares of common stock that may be issued under the Plan is 4,361,291 shares, plus an annual increase on November 21st of each year equal to 4.0% of the total issued and outstanding shares of the Company’s common stock as of such anniversary (or such lesser number of shares as may be determined by the Company’s Board of Directors). As of March 31, 2026, the Company had an aggregate of 795,784 shares of its common stock available for future issuance under the Plan.

2023 Inducement Incentive Plan

In September 2023, the Company’s Board of Directors adopted the Company’s 2023 Inducement Incentive Plan (the “Inducement Plan”) in accordance with Nasdaq Listing Rule 5635(c)(4). The Inducement Plan provides for the grant of equity awards to selected individuals in connection with their commencing employment with the Company as an inducement material to their accepting such employment. The Board of Directors had reserved a total of 2,000,000 shares of common stock for issuance under the Inducement Plan. As of March 31, 2026, the Company had an aggregate of 453,680 shares of its common stock available for future issuance under the Inducement Plan.

Inducement Grants

From time to time, the Company has granted equity awards to its newly hired employees, including executives, in accordance with Nasdaq Listing Rule 5635(c)(4) and outside of the Plan and Inducement Plan. Such grants were made pursuant to a stand-alone nonstatutory stock option agreement and a stand-alone RSU agreement, which were approved by the Compensation Committee of the Board of Directors. Any shares underlying the inducement grants are not, upon forfeiture, cancellation or expiration, returned to a pool of shares reserved for future issuance.

Stock Options

Options to purchase the Company’s stock are granted at exercise prices based on the Company’s common stock price on the date of grant. The option grants generally vest over a one- to four-year period. The options have a contractual term of ten years. The fair value of options is estimated using the Black-Scholes option pricing model, which has various inputs, including the grant date common share price, exercise price, risk-free interest rate, volatility, expected life and dividend yield. The change of any of these inputs could significantly impact the determination of the fair value of the Company’s options as well as significantly impact its results of operations. The Company records stock-based compensation expense net of actual forfeitures when they occur.

The significant assumptions used in the Black-Scholes option-pricing model are as follows:

•Expected Volatility. The expected volatility of common stock is estimated based on the historical volatility of the Company’s common stock over the most recent period commensurate with the estimated expected term of the stock options.

•Expected Term. The expected term represents the period of time in which the options granted are expected to be outstanding. The Company estimates the expected term of options with consideration of vesting date, contractual term, and historical experience. The expected term of “plain vanilla” options is estimated based on the midpoint between the vesting date and the end of the contractual term under the simplified method permitted by the SEC implementation guidance. The weighted‑average expected term of the Company’s options is approximately six years.

•Risk‑Free Rate. The risk‑free interest rate is selected based upon the implied yields in effect at the time of the option grant of U.S. Treasury zero‑coupon issues with a term approximately equal to the expected life of the option being valued.

•Dividends. The Company does not anticipate paying cash dividends in the foreseeable future. Consequently, the Company uses an expected dividend yield rate of zero.

Service-Based Restricted Stock Units

Service-based RSU grants generally vest over a one- to four-year period. The fair value of service-based RSU grants is determined based on the closing market price of the Company’s common stock on the grant date.

Performance-Based Restricted Stock Units

Under the Plan, the Company’s Board of Directors has granted performance restricted stock units (“PRSUs”) with various performance-based vesting terms to certain executive officers. The PRSUs function in the same manner as service-based restricted stock units except that vesting terms are based on the achievement of certain pre-established performance measures, if the grantee is in service to the Company upon the achievement of such performance hurdles. Compensation expense related to PRSUs is recognized when attainment of the performance milestones is deemed to be probable and over a period in which the Company estimates the performance hurdles will be achieved.

Market-Based Restricted Stock Units

For RSUs granted to employees that vest based on market conditions, such as the trading price of the Company’s common stock exceeding certain price targets or the total shareholder return (“TSR”) of the Company’s common stock relative to the Russell 2000 index, the Company uses Monte Carlo Simulation to estimate the fair value on the date of grant and recognizes compensation cost over the requisite service period. Compensation expense is recorded if the requisite service period is satisfied regardless of whether the market condition is met.