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Share-Based Compensation

9 Months Ended

12 Months Ended

Sep. 30, 2025

Dec. 31, 2024

Share-Based Compensation [Abstract]

Share-Based Compensation

13.

Share-Based Compensation

2024 Equity Incentive Plan

The Company’s 2024 Equity Incentive Plan (the “2024 Plan”) became effective at the Closing Date. As of September 30, 2025, 183,279 shares of common stock were available for issuance under the 2024 Plan, which is equal to 10% of the number of shares of common stock of the Company following the Merger. The 2024 Plan provides that on January 1 of each year commencing January 1, 2026 and ending on December 31, 2034, the 2024 Plan reserve will automatically increase in an amount equal to the lesser of (a) 5% of the number of shares of the Company’s common stock outstanding on December 31 of the preceding year and (b) a number of shares of common stock determined by the Company’s board of directors.

Under the 2024 Plan, the Company can grant non-statutory stock options, or NSOs, incentive stock options, or ISOs, stock appreciation rights, restricted stock, restricted stock units, unrestricted stock, performance awards and other forms of awards to eligible employees and nonemployees. In July 2025, the Company granted 8,080 options with the weighted average fair value of the option of $6.90, to the directors and 16,667 RSUs to the Company’s Chief Executive Officer under the 2024 Plan. The stock options granted to directors vest in full in November 2025. The RSUs granted to the CEO vest in three equal installments on each anniversary of March 3, 2025. The contractual term of the stock options and RSUs is ten years. The fair value of the RSUs is determined based upon the fair value of the underlying common stock as of the grant date.

The fair value of the options issued during the three months ended September 30, 2025 was determined using the Black-Scholes option pricing model based on the following assumptions: (a) fair value of common stock of $9.45 per share, (b) expected volatility of 92.00%, (c) dividend yield of 0%, (d) risk-free interest rate of 3.95%, and (e) expected term of 5.2 years.

2014 Stock Incentive Plan

The 2014 Stock Incentive Plan (the “2014 Plan”) of Legacy Abpro was expired as of the Closing Date, in accordance with its original terms. As a result of the expiration, no further awards may be granted under the 2014 Plan. All awards previously granted and outstanding as of the effective date of the Merger, which totaled 166,858 options, were adjusted to reflect the impact of the Merger as set forth in the Merger Agreement, but otherwise remain in effect pursuant to their original terms (see Note 3). Stock options granted to employees and directors typically vest over four years. Stock options granted to non-employees typically vest immediately at the grant date. The maximum contractual term of the stock options is ten years.

The Company granted restricted stock units (“RSUs”) to various employees and directors under the 2014 Plan. These RSUs cliff vest on the first anniversary of the grant date. The fair value of the RSUs is determined based upon the fair value of the underlying common stock as of the grant date.

Stock Options

The summary of the Company’s stock option activity is as follows:

		Number of Stock Options				Weighted- Average Exercise Price				Weighted- Average Remaining Contractual Life
Outstanding at December 31, 2024			329,395			$	51.30				5.4
Granted			8,080				9.60				10
Exercised			-				-				-
Forfeited/Expired/Cancelled			(114,840	)			50.39				-
Outstanding at September 30, 2025			222,635			$	50.28				4.4
Exercisable at September 30, 2025			180,146			$	51.85				4.4

Restricted Stock Units

The summary of the Company’s restricted stock unit activity is as follows:

						Weighted- Average				Weighted- Average
		Number of				Grant Date				Remaining
		Shares				Fair Value				Vesting Period
Unvested at December 31, 2024			739			$	48.90				0.2
Granted			16,667				9.60				2.6
Vested			(142	)			48.90				—
Forfeited/Expired/Cancelled			(597	)			48.90				—
Unvested at September 30, 2025			16,667			$	9.60				2.4

During the nine months ended September 30, 2025, 142 RSUs vested in accordance with their terms, but the shares of common stock were not issued to the holders as of September 30, 2025.

On October 22, 2024, the Company’s board of directors authorized the issuance of 10,000 RSUs (or approximately 20,449 RSUs as adjusted for the Merger closing based on the Exchange Ratio), that were not yet issued as of September 30, 2025. For the three and nine months ended September 30, 2025, the Company recorded $208 and $618, respectively, in stock compensation expense related to these authorized RSUs. The total accrued expenses related to these authorized RSUs were $1,012 and $394 as of September 30, 2025 and December 31, 2024, respectively.

Stock-Based Compensation Expense

The summary of the recorded stock-based compensation expense is as follows:

		Three Months Ended September 30,								Nine Months Ended September 30,
		2025				2024				2025				2024

Research and development		$	4			$	11			$	22			$	62
General and administrative			282				404				1,136				1,469
Total stock-based compensation		$	286			$	415			$	1,158			$	1,531

As of September 30, 2025, there was approximately $192 of unrecognized compensation cost related to unvested stock option awards that are expected to be recognized over a weighted-average period of 0.4 years. As of September 30, 2025, there was approximately $127 of unrecognized compensation related to unvested restricted stock awards that are expected to be recognized over a weighted-average period of 1.3 years.

15.

Share-Based Compensation

2024 Equity Incentive Plan

The Company’s 2024 Equity Incentive Plan (the “2024 Plan”) became effective at the Closing Date. As of December 31, 2024, 208,026 shares of common stock were available for issuance under the 2024 Plan, which is equal to 10% of the number of shares of common stock of the Company following the Merger. The 2024 Plan provides that on January 1 of each year commencing January 1, 2026 and ending on December 31, 2034, the 2024 Plan reserve will automatically increase in an amount equal to the lesser of (a) 5% of the number of shares of the Company’s common stock outstanding on December 31 of the preceding year and (b) a number of shares of common stock determined by the Company’s board of directors.

Under the 2024 Plan, the Company can grant non-statutory stock options, or NSOs, incentive stock options, or ISOs, stock appreciation rights, restricted stock, restricted stock units, unrestricted stock, performance awards and other forms of awards to eligible employees and nonemployees. Through December 31, 2024, the Company has not granted any awards under the 2024 Plan.

2014 Stock Incentive Plan

The 2014 Stock Incentive Plan (the “2014 Plan”) of Legacy Abpro was expired as of the Closing Date, in accordance with its original terms. As a result of the expiration, no further awards may be granted under the 2014 Plan. All awards previously granted and outstanding as of the effective date of the Merger, which totaled 166,858 options, were adjusted to reflect the impact of the Merger as set forth in the Merger Agreement, but otherwise remain in effect pursuant to their original terms (see Note 3). Stock options granted to employees and directors typically vest over four years. Stock options granted to non-employees typically vest immediately at the grant date. The maximum contractual term of the stock options is ten years.

Stock Options

The summary of the Company’s stock option activity is as follows:

		Number of Stock Options				Weighted- Average Exercise Price				Weighted- Average Remaining Contractual Life
Outstanding at December 31, 2023			369,092			$	49.20				6.1
Granted			-				-				-
Exercised			-				-				-
Forfeited/Expired/Cancelled			(39,698	)		$	30.90				-
Outstanding at December 31, 2024			329,395			$	51.30				5.4
Exercisable at December 31, 2024			276,060			$	51.30				5.4

Stock Option Valuation

The assumptions that the Company used to determine the fair value of the stock options granted to employees, directors and nonemployees were as follows:

		Year ended December 31, 2023
Risk-free interest rate			3.53	%
Expected term (in years)			6.3
Expected volatility			71	%
Expected dividend yield			0	%

The weighted average grant date fair value of awards granted during the year ended December 31, 2023, was $127.80 per share.

No stock options were granted during the year ended December 31, 2024.

Restricted Stock Units

The Company granted restricted stock units (“RSUs”) to various employees and directors under the 2014 Plan. These RSUs cliff vest on the first anniversary of the grant date. The fair value of the RSUs is determined based upon the fair value of the underlying common stock as of the grant date.

The summary of the Company’s restricted stock unit activity is as follows:

		Number of Shares				Weighted-Average Grant Date Fair Value				Weighted-Average Remaining Vesting Period
Outstanding at December 31, 2023			3,124			$	48.90				1.2
Granted			—				—				—
Vested			(2,386	)			48.90				—
Forfeited			—				—				—
Outstanding at December 31, 2024			738			$	48.90				0.2

In November and December 2024, after the Closing Date, 369 RSUs vested in accordance with their terms, but the shares of New Abpro common stock were not issued to the holders as of December 31, 2024.

On October 22, 2024, the Company’s board of directors authorized the issuance of 10,000 RSUs (or approximately 20,449 RSUs as adjusted for the Merger closing based on the Exchange Ratio), that were not yet issued as of December 31, 2024. The Company recorded the fair value of these RSUs, totaling $394, in accrued expenses as of December 31, 2024.

Stock-Based Compensation Expense

The summary of the recorded stock-based compensation expense is as follows:

		Years ended December 31,
		2024				2023
Research and development		$	72			$	118
General and administrative			1,855				2,187
Total stock-based compensation		$	1,927			$	2,305

As of December 31, 2024, there was approximately $1,302 of unrecognized compensation cost related to unvested stock option awards that are expected to be recognized over a weighted-average period of 1.1 years. As of December 31, 2024, there was approximately $31 of unrecognized compensation cost related to unvested restricted stock awards that are expected to be recognized over a weighted-average period of 0.3 years.