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Stock-based Compensation

9 Months Ended

Sep. 30, 2025

9.	Stock-based Compensation

Stock-based compensation expense was included in general and administrative and research and development costs as follows in the accompanying condensed statements of comprehensive loss for the three- and nine-month periods indicated below (in thousands):

	Three Months Ended September 30,				Nine Months Ended September 30,
	2025		2024		2025		2024
General and administrative	$	567	$	549	$	1,810	$	1,850
Research and development		249		227		815		717
Total stock-based compensation	$	816	$	776	$	2,625	$	2,567

Inducement Plan

On August 8, 2025, the Company amended the Opus Genetics, Inc. 2021 Inducement Plan (the “Inducement Plan”) to adjust the reserve by 800,000 shares to a total of 4,125,258 shares of its common stock. The Inducement Plan is to be used exclusively for grants of awards to individuals who were not previously employees or directors of the Company, as an inducement material to the individual’s entry into employment with the Company within the meaning of Rule 5635(c)(4) of Nasdaq’s continued listing requirements.

2020 Equity Incentive Plan

In November 2020, the stockholders of the Company approved the 2020 Equity Incentive Plan (the “2020 Plan”) for stock-based awards. Under the 2020 Plan, (i) 1,000,000 new shares of common stock were reserved for issuance and (ii) up to 70,325 additional shares of common stock may be issued, consisting of (A) shares that remain available for the issuance of awards under prior equity plans and (B) shares of common stock subject to outstanding stock options or other awards covered by prior equity plans that have been cancelled or expire on or after the date that the 2020 Plan became effective. Under the 2020 Plan, the shares reserved automatically increase on January 1 of each year, for a period of not more than ten years from the date the 2020 Plan is approved by the stockholders of the Company, commencing on January 1, 2021 and ending on (and including) January 1, 2030, by an amount equal to 5% of the shares of common stock outstanding as of December 31st of the preceding calendar year. The 2020 Plan permits the grant of incentive and nonstatutory stock options, appreciation rights, restricted stock, restricted stock units, performance stock and cash awards, and other stock-based awards. On January 1, 2025, 1,578,733 shares were added to the 2020 Plan as a result of its annual increase provision.

2018 Equity Incentive Plan

Prior to the 2020 Plan, the Company had adopted a 2018 Equity Incentive Plan (the “2018 Plan”) in April 2018 under which 1,175,000 shares of the Company’s common stock were reserved for issuance to employees, directors and consultants. Upon the effective date of the 2020 Plan, no additional shares were available for issuance under the 2018 Plan.

Stock Options

During the three and nine months ended September 30, 2025, 733,448 and 2,793,277 stock options were granted, respectively, to directors, officers, employees and consultants, generally vesting over a one- to four-year period with monthly, quarterly and annual vesting tranches. During the three and nine months ended September 30, 2024, zero and 1,021,166 stock options were granted, respectively, to directors, officers, employees and consultants, generally vesting over a one- to four-year period with monthly, quarterly and annual vesting tranches.

The Company recognized $0.5 million and $0.5 million in stock-based compensation expense related to stock options during the three months ended September 30, 2025 and 2024, respectively, and $1.5 million and $1.4 million during the nine months ended September 30, 2025 and 2024, respectively. There were 25,000 and 30,000 stock options exercised during the three and nine months ended September 30, 2025, respectively with an intrinsic value of less than $0.1 million for each period. There were no stock option exercises during the nine months ended September 30, 2024. As of September 30, 2025 and December 31, 2024, 7,218,064 and 5,073,736 stock options were outstanding, respectively. The following table provides a summary of stock option activity under the Company’s equity award plans:

	Number of Options			Weighted Average Exercise Price		Weighted Average Remaining Contractual Term (years)		Aggregate Intrinsic Value⁽¹⁾ (in thousands)

Outstanding at December 31, 2024		5,073,736		$	2.68		7.37	$	124
Granted		2,793,277		$	1.00
Exercised		(30,000	)	$	0.90
Forfeited/Cancelled		(618,949	)	$	2.07
Outstanding at September 30, 2025		7,218,064		$	2.09		7.64	$	2,256
Vested and expected to vest at September 30, 2025		7,218,064		$	2.09		7.64	$	2,256
Vested and exercisable at September 30, 2025		3,491,162		$	2.75		5.84	$	506

⁽¹⁾	The aggregate intrinsic value is calculated as the difference between the exercise price of the underlying options and the fair value of our common stock as of September 30, 2025 and December 31, 2024 of $1.65 and $1.19 per share, respectively.

The weighted average fair value per share of options granted during the three and nine months ended September 30, 2025 was $0.79 and $0.68, respectively, during each of these periods. The weighted average fair value per share of options granted during the three and nine months ended September 30, 2024 was nil and $1.95, respectively. The Company measures the fair value of stock options with service-based vesting criteria to employees, directors, consultants and directors on the date of grant using the Black-Scholes option pricing model. The Company does not have sufficient trading history of its common stock to support an internal calculation of volatility and expected term. As such, the Company has used a weighted average volatility considering the volatilities of several guideline companies.

For purposes of identifying similar entities, the Company considered characteristics such as industry, length of trading history, and stage of life cycle. The assumed dividend yield was based on the Company’s expectation of not paying dividends in the foreseeable future. The average expected life of the options was based on the contractual term for agreements that allow for exercise of vested options through the end of the contractual term upon termination of continuous service, and for all other agreements, was based on the midpoint between the vesting date and the end of the contractual term according to the “simplified method” as described in Staff Accounting Bulletin 110. The risk-free interest rate is determined by reference to implied yields available from U.S. Treasury securities with a remaining term equal to the expected life assumed at the date of grant. The Company records forfeitures when they occur.

The weighted average assumptions used in the Black-Scholes option pricing model are as follows during the three and nine months ended September 30, 2025 and 2024:

	Three Months Ended September 30,						Nine Months Ended September 30,
	2025			2024			2025			2024
Expected stock price volatility		75.6	%		—	%		75.7	%		97.7	%
Expected life of options (years)		6.1			—			5.9			5.9
Expected dividend yield		—	%		—	%		—	%		—	%
Risk free interest rate		3.9	%		—	%		4.0	%		4.2	%

During the three and nine months ended September 30, 2025, 118,728 and 781,125 stock options vested, respectively. During the three and nine months ended September 30, 2024, 79,225 and 386,097 stock options vested, respectively.

During the three and nine months ended September 30, 2025, 145,319 and 618,949 options were forfeited, respectively. During the three and nine months ended September 30, 2024, 114,425 and 583,360 options were forfeited, respectively.

Restricted Stock Units

During the three and nine months ended September 30, 2025, the Company granted an aggregate of 200,000 and 1,655,361 restricted stock units (“RSUs”), respectively, to members of the Board and certain officers, employees and consultants under the 2020 Plan. The weighted average grant date per unit fair value of the RSUs granted during the three and nine months ended September 30, 2025 was $1.33 and $0.99, respectively, during each of these periods. The vesting period of the RSUs range from a one-year period to a four-year period during which 25% of the RSUs vest annually on each anniversary of the grant date, subject to the recipient’s continued service on such dates.

During the three and nine months ended September 30, 2024, the Company granted an aggregate of zero and 592,222 RSUs, respectively, to the members of the Board and certain officers, employees and consultants under the 2020 Plan. The weighted average grant date per unit fair value of the RSUs granted during the nine months ended September 30, 2024 was $2.24. The vesting period of the RSUs range from a one-year period to a four-year period during which 25% of the RSUs vest annually on each anniversary of the grant date, subject to the recipient’s continued service on such dates.

During the three and nine months ended September 30, 2025, zero and 381,534 RSUs vested, respectively, and 26,038 and 257,826 were forfeited during the three and nine months ended September 30, 2025, respectively.

During the three and nine months ended September 30, 2024, zero and 144,162 RSUs vested, respectively, and 36,660 and 119,330 RSUs were forfeited during the three and nine months ended September 30, 2024, respectively.

The total expense for the three and nine months ended September 30, 2025 related to RSUs was $0.3 million and $1.1 million, respectively. The total expense for the three and nine months ended September 30, 2024 related to these RSUs was $0.3 million and $0.9 million, respectively. As of September 30, 2025 and December 31, 2024, there were 2,409,231 and 1,393,230 RSUs were outstanding, respectively. The following table summarized the Company’s RSU activity under the Company’s equity award plans:

	Number of Shares
Non-vested at December 31, 2024		1,393,230
Granted		1,655,361
Forfeited		(257,826	)
Vested		(381,534	)
Non-vested at September 30, 2025		2,409,231

Common Stock Issued for Services

The Company granted stock for services in the amount of nil and 84,243 common shares during the three and nine month periods ended September 30, 2025, respectively, and nil and 81,234 common shares during the three and nine month periods ended September 30, 2024, respectively. The awards were granted to members of the Board who elected to receive their Board compensation in the form of stock for services. The weighted average fair value of the shares granted was nil and $1.26 per share during the three and nine month periods ended September 30, 2025, respectively, and nil and $3.01 per share during the three and nine month periods ended September 30, 2024, respectively, and were 100% vested upon issuance. The stock-based compensation related to these services amounted to nil and $0.1 million during the three and nine month periods ended September 30, 2025, respectively, and nil and $0.2 million during the three and nine month periods ended September 30, 2024, respectively.

General

As of September 30, 2025, 874,829 shares were available for future issuance under the 2020 Plan and Inducement Plan, in the aggregate. No shares were available for future issuance under the 2018 Plan. Unrecognized stock-based compensation cost was $6.0 million as of September 30, 2025. The unrecognized stock-based expense is expected to be recognized over a weighted average period of 1.7 years.