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Stock Option Plan
 6 Months Ended 12 Months Ended
Jun. 30, 2025
Dec. 31, 2024
Stock Option Plan [Abstract]    
Stock Option Plan

Note 9 — Stock Option Plan

 

In 2010, the Company adopted the 2010 Equity Incentive Plan (the “Plan”) under which 2,000,000 shares of the Company’s common stock have been initially reserved for issuance to employees, directors and consultants. The number of reserved shares has been increased over the years and currently equals 4,636,454 shares. Options granted under the Plan may be either incentive stock options (“ISO”) or nonqualified stock options (“NSO”). ISOs may be granted only to Company employees, including officers and directors who are also employees. NSOs may be granted to Company employees, consultants and advisors.

A person who owns (or is deemed to own) stock possessing more than ten percent (10%) of the total combined voting power of all classes of stock of the Company will not be granted an ISO unless the exercise price of such option is at least one hundred ten percent (110%) of the Fair Market Value on the date of grant and the option is not exercisable after the expiration of five years from the date of grant. Options granted generally vest over four years.

 

Activity under the Plan is set forth below:

 

   Options Outstanding 
Stock Option Activity  Shares
Available for
Grant		   Number of
Options		   Weighted-
Average
Exercise Price
Per Share		   Weighted-
Average
Remaining
Contractual
Term
(in years)		 
Balances at January 1, 2025   1,560,091    2,972,055   $0.40    3.00 
Options granted   (1,560,091)   1,560,091   $1.26      
Options exercised   
—
    
—
   $
—
      
Options expired   
—
    
—
   $
—
      
Options cancelled/forfeited   11,896    (11,896)  $0.63      
Balances at June 30, 2025   11,896    4,520,250   $0.70    6.48 
Exercisable at June 30, 2025        2,364,814   $1.04    5.48 
Vested and expected to vest at June 30, 2025        4,520,250    0.70    6.48 

 

   Options Outstanding 
Stock Option Activity  Shares
Available for
Grant		   Number of
Options		   Weighted-
Average
Exercise Price
Per Share		   Weighted-
Average
Remaining
Contractual
Term
(in years)		 
Balances at December 31, 2023   1,550,091    2,982,055   $0.40    3.70 
Options granted   
—
    
—
   $
—
      
Options exercised   
—
    
—
   $
—
      
Options expired   10,000    (10,000)  $0.001      
Options cancelled/forfeited   
—
    
—
   $
—
      
Balances at June 30, 2024   1,560,091    2,972,055   $0.40    3.53 
Exercisable at June 30, 2024        1,464,429   $0.49    4.88 
Vested and expected to vest at June 30, 2024        2,972,055    0.40    3.53 

 

During the three and six months ended June 30, 2025, stock option activity comprised of grants totaling 1,560,091 options, with no options exercised during the period. Intrinsic values are calculated as the difference between the exercise price of the underlying options and the fair value of the common stock for the options that had exercise prices that were lower than the fair value per share of the common stock on the date of exercise.

 

The total fair value of options vested for the three and six months ended June 30, 2025 and 2024 was less than $0.1 million.

 

As of June 30, 2025, the total unrecognized stock-based compensation expense for stock options was $3.0 million which is expected to be recognized over a weighted-average period of 1.3 years. The Company estimates the fair value of stock options using the Black Scholes option-pricing model. The fair value of stock options is being recognized on a straight-line basis over the requisite service period of the awards.

 

As of June 30, 2024, the total unrecognized stock-based compensation expense for stock options was less than $0.1 million which is expected to be recognized over a weighted-average period of 1.1 years. The Company estimates the fair value of stock options using the Black Scholes option-pricing model. The fair value of stock options is being recognized on a straight-line basis over the requisite service period of the awards.

Nonrecourse Promissory Notes to Early Exercise Stock Options

 

In 2018, one of the Company’s executives early exercised 1,380,015 of his stock options by issuing a promissory note to the Company. As the promissory note is nonrecourse this exercise of stock options with a promissory note is not considered a substantive exercise for accounting purposes. Therefore, no receivable for the promissory note was recorded on the Company’s balance sheet. This arrangement was accounted for as modifications to the original stock options which were exercised by issuing a promissory note. Such modification did not result in additional stock-based compensation expense. As of June 30, 2025 these options were fully vested.

 

Stock-Based Compensation Expense by Function

 

The following table is a summary of stock compensation expense by function recognized for the three and six months ended June 30, 2025 and 2024 (in thousands):

 

   Six months ended
June 30,		 
   2025   2024 
General Administrative  $33   $4 
Research and development   54    7 
   $87   $11 

 

   Three months ended
June 30,		 
   2025   2024 
General Administrative  $31   $2 
Research and development   51    4 
   $82   $6 

Note 9 — Stock Option Plan

 

In 2010, the Company adopted the 2010 Equity Incentive Plan (the “Plan”) under which 2,000,000 shares of the Company’s common stock have been initially reserved for issuance to employees, directors and consultants. Options granted under the Plan may be either incentive stock options (“ISO”) or nonqualified stock options (“NSO”). ISOs may be granted only to Company employees, including officers and directors who are also employees. NSOs may be granted to Company employees, consultants and advisors.

A person who owns (or is deemed to own) stock possessing more than ten percent (10%) of the total combined voting power of all classes of stock of the Company will not be granted an ISO unless the exercise price of such option is at least one hundred ten percent (110%) of the Fair Market Value on the date of grant and the option is not exercisable after the expiration of five years from the date of grant. Options granted generally vest over four years.

 

Activity under the Plan is set forth below:

 

   Options Outstanding 
Stock Option Activity  Shares
Available
for Grant		   Number of
Options		   Weighted-
Average
Exercise
Price Per
Share		   Weighted-
Average
Remaining
Contractual
Term
(in years)		 
Balances at January 1, 2024   1,550,091    2,982,055   $0.40    3.70 
Options granted   
—
    
—
   $
—
      
Options exercised   
—
    
—
   $
—
      
Options expired   10,000    (10,000)  $0.001      
Options cancelled/forfeited   
—
    
—
   $
—
      
Balances at December 31, 2024   1,560,091    2,972,055   $0.40    3.00 
Exercisable at December 31, 2024        1,548,910   $0.49    4.32 
Vested and expected to vest at December 31, 2024        2,972,055    0.40    3.00 

 

There were no new options granted or exercised during the year ended December 31, 2024. Intrinsic values are calculated as the difference between the exercise price of the underlying options and the fair value of the common stock for the options that had exercise prices that were lower than the fair value per share of the common stock on the date of exercise.

 

The total fair value of options vested for the year-ended December 31, 2024 was less than $0.1 million.

 

As of December 31, 2024, the total unrecognized stock-based compensation expense for stock options was less than $0.1 million which is expected to be recognized over a weighted-average period of 0.4 years. On the grant date, the Company estimates the fair value of stock options using the Black Scholes option-pricing model. The fair value of stock options is being recognized on a straight-line basis over the requisite service period of the awards.

 

Nonrecourse Promissory Notes to Early Exercise Stock Options

 

In 2018, one of the Company’s executives early exercised 1,380,015 of his stock options by issuing a promissory note to the Company. As the promissory note is nonrecourse this exercise of stock options with a promissory note is not considered a substantive exercise for accounting purposes. Therefore, no receivable for the promissory note was recorded on the Company’s balance sheet. This arrangement was accounted for as modifications to the original stock options which were exercised by issuing a promissory note. Such modification did not result in additional stock-based compensation expense. As of December 31, 2024 these options were fully vested.

 

Stock-Based Compensation Expense by Function

 

The following table is a summary of stock compensation expense by function recognized for the years ended December 31, 2024 and 2023 (in thousands):

 

   Years ended
December 31,		 
   2024   2023 
General Administrative  $7   $10 
Research and development   14    23 
   $21   $33