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Stock Award Plan and Stock-Based Compensation | 3 Months Ended
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Mar. 31, 2026
Share-Based Payment Arrangement [Abstract] |
Stock Award Plan and Stock-Based Compensation | NOTE 8 — STOCK AWARD PLAN AND STOCK-BASED COMPENSATION In December 2013, the Company adopted the 2013 Equity Incentive Plan (as subsequently amended and restated, the “Plan”), which provides for the issuance of options, stock appreciation rights, stock awards and stock units. As of March 31, 2026, the total shares authorized for issuance under the Plan were 14,578,917. Stock Option Awards Stock option activity for employees and non-employees for the three months ended March 31, 2026 is as follows:
| Shares Issuable Pursuant to Stock Options |  |  | Weighted- Average Exercise Price |  |  | Weighted-Average Remaining Contractual Terms (years) |  |  | Total Intrinsic Value (in thousands) |
Outstanding January 1, 2026 |  | 8,173,509 |  |  | $ | 4.73 |  |  |  | 9.5 |  |  | $ | 1,270 |
Granted |  | 812,169 |  |  | $ | 6.37 |  |  |  |  |  |  |
Exercised |  | — |  |  | $ | — |  |  |  |  |  |  |
Cancelled/Forfeited |  | — |  |  | $ | — |  |  |  |  |  |  |
Expired |  | — |  |  | $ | — |  |  |  |  |  |  |
Outstanding March 31, 2026 |  | 8,985,678 |  |  | $ | 4.87 |  |  |  | 8.2 |  |  | $ | 16,270 |
Exercisable March 31, 2026 |  | 2,601,033 |  |  | $ | 6.35 |  |  |  | 4.7 |  |  | $ | 4,593 |
Available for future grant |  | 5,044,631 |  |  |  |  |  |  |  |  |  |
The weighted average grant-date fair value of stock options outstanding on March 31, 2026 and 2025 was $4.22 per share and $6.16 per share, respectively. Total unrecognized compensation costs related to non-vested stock options at March 31, 2026 were approximately $22.2 million and are expected to be recognized within future operating results over a weighted-average period of 3.5 years. Generally, stock options are granted using exercise prices equal to the market price at the date of grant, vest over four years for employees and one year for directors, and are exercisable over a maximum period of 10 years from their grant dates. The expected term of the employee-related options was estimated using the “simplified” method as defined by the SEC’s Staff Accounting Bulletin No. 107, Share-Based Payment. The volatility assumption was determined by examining the historical volatility of the Company and volatilities for industry peer companies. The risk-free interest rate assumption is based on the U.S. Treasury instruments, the term of which was consistent with the expected term of the options. The dividend assumption is based on the Company’s history and expectation of dividend payouts. The Company has never paid dividends on its common stock and does not anticipate paying dividends on its common stock in the foreseeable future. Accordingly, the Company has assumed no dividend yield for the purposes of estimating the fair value of the options. The Company uses the Black-Scholes model to estimate the fair value of stock options granted. There were no stock options granted during the three months ended March 31, 2025. For stock options granted during the three months ended March 31, 2026, the Company utilized the following assumptions:
| Three Months Ended March 31, 2026
Expected term (years) | 5.31 - 6.25
Risk free interest rate | 3.75% - 4.03%
Volatility | 130% - 133%
Dividend yield | 0%
Weighted-average fair value of options granted during the period | $5.82
Performance-Based Restricted Stock Units On August 6, 2021, options to purchase 953,980 shares of the Company’s common stock were exchanged for 476,640 PRSUs. Options surrendered in the one-time stock option exchange program (the “Exchange Program”) were cancelled and shares subject to the cancelled options again became available for issuance under the Plan. The Exchange Program was treated as a Type II modification (Probable-to improbable) under ASC 718. The Company used the pre-modification stock options for determining the compensation cost related to the PRSUs as the vesting conditions remain uncertain for the outstanding PRSUs. All expense related to the non-vested pre-modification stock options was fully recognized as of December 31, 2023. On April 28, 2023, the Compensation Committee of the Company’s board of directors certified the achievement of a performance condition occurring upon FDA acceptance of the NDA for roluperidone. As a result, 50% of the shares of common stock underlying the Company’s PRSUs vested and the Company recognized approximately $0.2 million in non-cash compensation expense, representing 50% of the incremental cost of the PRSUs granted under the Exchange Program. The incremental cost was measured as the excess of the fair value of each new PRSU, measured as of the date the new PRSUs were granted, over the fair value of the stock options surrendered in exchange for the new PRSU, measured immediately prior to the cancellation. The remaining PRSUs vest upon roluperidone receiving FDA marketing approval, provided that such approval occurs within five years after the August 6, 2021 grant date. As of March 31, 2026, 228,213 PRSUs have vested, 30,932 have been cancelled, and 217,495 remain outstanding. The following table presents stock-based compensation expense included in the Company’s consolidated statements of operations, including $6.6 million recognized in connection with the modification of stock options granted to Mr. Race pursuant to the settlement agreement described in Note 10.
| Three Months Ended March 31, |
| 2026 |  |  | 2025 |
Research and development | $ | 737,937 |  |  | $ | 99,699 |
General and administrative |  | 7,972,365 |  |  |  | 197,530 |
Total | $ | 8,710,302 |  |  | $ | 297,229 |

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