STOCK-BASED COMPENSATION

12 Months Ended

Dec. 31, 2025

Share-Based Payment Arrangement [Abstract]

12. STOCK-BASED COMPENSATION

2025 Stock Plan

The 2025 Plan, which was adopted by the Company's Board of Directors in May 2025 and approved by the Company's stockholders in June 2025, became effective upon the consummation of the IPO. Upon the effectiveness of the 2025 Plan, the 2005 Plan was terminated and no further grants may be made under the 2005 Plan. The Company's 2025 Plan provides for the grant of incentive stock options, non-qualified stock options, stock appreciation rights, stock bonuses, restricted stock, stock units and other forms of awards including cash awards to its officers, directors, employees, consultants and advisors of the Company.

A total of 4,204,204 shares of the Company’s common stock were initially authorized for issuance with respect to awards granted under the 2025 Plan. Shares subject to outstanding awards granted under the 2005 Plan that are not paid, delivered or exercised before they expire or are canceled or terminated will be available for award grants under the 2025 Plan. In addition, the share limit will automatically increase on the first trading day in January of each year (commencing with 2026) by an amount equal to (1) 4% of the total number of shares of our common stock that are issued and outstanding on the last trading day in December in the prior year, or (2) lesser number as determined by the Company’s Board of Directors. Any shares subject to awards granted under the 2025 Plan that are not paid, delivered or exercised before they expire or are canceled or terminated, fail to vest, as well as shares used to pay the purchase or exercise price of awards or related tax withholding obligations, will become available for new award grants under the 2025 Plan. As of December 31, 2025, a total of 3,838,331 shares is available for award purposes under the 2025 Plan.

Amended and Restated 2005 Stock Plan

Pursuant to the 2005 Plan, the Company granted equity-based incentive awards prior to the IPO to the Company’s employees, directors, and consultants. The 2005 Plan permitted the grant of stock options (either Incentive Stock Options (“ISO” – employees only) or Non-Qualified Stock Options (“NQSO”)) and restricted stock awards (“RSA”); only ISOs and NQSOs were outstanding during the periods presented. Under the 2005 Plan, 880,007 shares of common stock were reserved for issuance at December 31, 2024. Upon the effectiveness of the 2025 Plan, the 2005 Plan was terminated and no new awards were granted under the 2005 Plan after the IPO, and there were no shares of common stock available for new award grants as of December 31, 2025 under the 2005 Plan.

Options granted to employees and non-employees contain only service vesting conditions, with typical grants vesting over a four-years period (vesting 25% on the first anniversary of the award and 1/48th each month thereafter) but may be granted with different vesting profiles, including options that are vested-at-grant (immediate vesting) and that are subject to different vesting schedules. Options granted to employees and non-employees expire no more than 10 years from the date of grant.

The Company, outside of the 2005 Plan, previously issued an insignificant number of warrants to purchase its common stock; of these, all have expired or been exercised with no shares remaining outstanding at December 31, 2025 and 15,015 warranted common shares remaining outstanding at December 31, 2024. Being

outside of the 2005 Plan, they are excluded from the stock option award activity and stock-based compensation presentations which follow. The Company previously recognized immaterial warrant-related expense.

Stock Option Modification

Effective August 27, 2025, the Company's Chief Financial Officer (the "Former Executive") stepped down from his position with the Company. As part of the termination of employment of the Former Executive, there were certain supplementary modifications to the Former Executive's non-vested stock option awards including acceleration of some non-vested shares and extension of their post-termination exercise period, and voluntary forfeiture of the remaining non-vested stock option awards. During the year ended December 31, 2025, the Company recorded a one-time, noncash incremental stock-based compensation expense net of required reversal of previously recognized compensation in the amount of $159 related to these stock option award modifications which was included in General and administrative expenses in the condensed statement of operations. The Company accounted for the resulting net incremental stock option award modification compensation in accordance with ASC Topic 718, Compensation - Stock Compensation.

Stock Options

Stock option activity for the year ended December 31, 2025 was as follows.


	Options on Common Stock	Weighted Average Exercise Price		Weighted Average Remaining Contractual Life (years)	Aggregate Intrinsic Value
Outstanding (vested and expected to vest) as of December 31, 2024	2,298,905	$	0.47	7.5	$	4,961
Granted	534,722	5.20
Exercised	(438,808)	0.36			4,532
Forfeited, canceled, or expired	(419,171)	0.66
Outstanding (vested and expected to vest) as of December 31, 2025	1,975,648	1.74		7.2	$	17,869
Exercisable as of December 31, 2025	880,289	0.46		4.7	$	9,005

The aggregate intrinsic values are calculated as the differences between the exercise prices of the underlying options and the fair value of the Company’s common stock for options that were in the money. The Company had 1,095,359 unvested stock options outstanding as of December 31, 2025.

As of December 31, 2025, unrecognized compensation cost of $2,734 related to outstanding unvested stock options is expected to be recognized as expense over a weighted average period of 1.8 years.

The weighted-average fair value of options granted during the years ended December 31, 2025 and 2024, was $3.70 and $1.83 per share, respectively. The total fair value of options vested were $798 and $72 during the years ended December 31, 2025 and 2024, respectively.

During the years ended December 31, 2025 and 2024, 438,808 and 253,909 stock options were exercised and satisfied with newly-issued shares, resulting in cash proceeds of $158 and $75, respectively.

The following table summarizes Black-Scholes option pricing model weighted-average assumptions.


	Year Ended December 31
	2025	2024
Risk-free interest rate	3.81 %	4.30 %
Expected term	6.05 years	6.05 years
Volatility of common stock	79.6 %	73.4 %
Expected dividend rate	— %	— %

In estimating the fair value of the underlying common stock prior to IPO, the Company utilized a third party valuation firm whose analyses supported management's concluded estimate. Post IPO the fair value of the underlying common stock is based on the Company’s closing stock price on the date of grant.

Restricted Stock Units

On September 15, 2025 the Company granted a total of 17,322 restricted stock units (RSUs) to its six non-employee directors utilizing a fair market value (FMV) of $4.33 per share of the Company's common stock on the grant date. These RSUs vested on December 31, 2025.


	Restricted Stock Units	Weighted Average Grant Date Fair Value per Share
Outstanding as of December 31, 2024	—
Granted	17,322	$	4.33
Vested	(17,322)

Outstanding as of December 31, 2025	—

For the year ended December 31, 2025, the Company recorded $75 in stock-based compensation related to RSUs. The total fair value of RSUs vested during the year ended December 31, 2025 was approximately $185.

Stock-Based Compensation Expense

Stock-based compensation, measured at the grant date, is recognized ratably over the requisite service period, using the straight-line method of expense attribution. Forfeitures are accounted for as a reduction in expense in the period in which they occur; no compensation cost is recorded for awards that do not vest. The Company recognized total stock-based compensation expense for employees and non-employees as components of the statement of operations and comprehensive loss as follows.


	Years Ended December 31,
	2025		2024
Costs of revenue	$	9	$	2
Selling and marketing	20		17
Research and development	212		53
General and administrative	585		84
Total stock-based compensation expense	$	826	$	156