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STOCK BASED COMPENSATION

12 Months Ended

Dec. 31, 2025

STOCK BASED COMPENSATION

STOCK BASED COMPENSATION

NOTE 8: STOCK BASED COMPENSATION

Stock Options

On May 19, 2020, the Board adopted the 2020 Equity Incentive Plan (“2020 Equity Incentive Plan”) which replaced the 2014 Omnibus Stock Option Plan. The 2020 Plan was further amended effective May 2022 to increase the number of shares of common stock authorized for issuance under the plan by 850,000 shares. The 2020 Equity Incentive Plan allows for grants of stock options, restricted shares, stock bonuses and other equity-based awards to employees and non-employee directors of the Company. Awards under the 2020 Equity Incentive Plan may be at prices and for terms as determined by the Company’s board of directors and may have vesting requirements as determined by the Board, provided that the exercise price for any stock option must be at least equal to the fair market value (as defined in the 2020 Plan) of a share of the stock on the grant date. Once granted, the exercise price of an option may not be reduced without the approval of the Company’s stockholders, other than under certain limited circumstances such as a stock split or take any other action with respect to a stock option that would be treated as a repricing under the rules and regulations of the Nasdaq Stock Exchange.

Options granted under the 2020 Equity Incentive Plan have a maximum term of ten years from the date of grant and generally vest over four years.

2025 Equity Incentive Awards

On February 12, 2025, pursuant to the Company’s 2020 Equity Incentive Plan, as amended, the compensation committee of the Company’s board of directors approved 50,000 options to purchase the Company’s common stock as equity-based incentive awards to the Company’s Chief Executive Officer and President, Dr. Juan Vera, and 30,000 options to purchase the Company’s common stock as equity-based incentive awards to each Non-Employee Director. Each option award was granted with an exercise price of $1.59 per share, the closing price of the Company’s common stock on the Nasdaq Capital Market on February 12, 2025, with the option award vesting in three annual installments, subject to such Optionee’s continued service on the applicable vesting date.

On October 31, 2025, the board of directors (the “Board”) of the Company appointed Ms. Kathryn Penkus Corzo to the Company’s Board, effective November 1, 2025. In connection with the appointment of Kathryn Penkus Corzo to the Company’s Board and pursuant to the Company’s 2020 Equity Incentive Plan, the Company granted Ms. Corzo 147,611 stock options to purchase shares of the Company’s common stock at an exercise price per share equal to the fair market value per share on the date she was appointed to the Board. The options will vest evenly over thirty-six (36) months and are subject to her continued service as a director.

On October 31, 2025, the Compensation Committee and Board approved a discretionary award of 250,000 stock options at an exercise price per share equal to the fair market value per share on the date of the grant (the “CEO Options”) to Dr. Juan Vera under the Company’s 2020 Plan. The CEO Options vest annually over four years beginning on the anniversary of the grant date of the CEO Options and are subject to the terms and conditions of the 2020 Plan and the Company’s form of option award agreement.

On November 17, 2025, the Compensation Committee of the Board approved additional grant awards to each Non-Employee Director apart from Ms. Corzo. The Company granted each Non-Employee Director a total of 221,741 stock options to purchase shares of the Company’s common stock at an exercise price per share equal to the fair market value per share on the grant date, or $0.9548. The options vest fully in one annual installment, subject to such Optionee’s continued service through the vesting date.

As of December 31, 2025, approximately 0.1 million shares of common stock are available to be issued under the 2020 Equity Incentive Plan.

Stock Options

A summary of the Company’s stock option activity for the years ended December 31, 2025 and December 31, 2024, is as follows:


										Weighted Average
										Remaining
				Weighted Average						Contractual
		Number of Shares		Exercise Price			Total Intrinsic Value			Life (in years)
Outstanding as of January 1, 2024		737,895		$	25.42		$	1,317,234		7.6
Granted		—			—			—		—
Exercised		(25,602)			2.43			—		—
Canceled/Expired		(124,589)			42.24			—		—
Outstanding as of December 31, 2024		587,704			22.85		$	377,767		6.8
Granted		1,202,834			1.04			—		—
Exercised		—			—			—		—
Canceled/Expired		(27,660)			35.66			—		—
Outstanding as of December 31, 2025		1,762,878		$	7.77		$	563,368		8.5
Options vested and exercisable		461,202		$	26.57		$	7,619		5.6

The Black-Scholes option pricing model is used to estimate the fair value of stock options granted under the Company’s share-based compensation plans. The weighted average assumptions used in calculating the fair values of stock options that were granted during the years ended December 31, 2025 and 2024, respectively, were as follows:


		For the Years Ended
		December 31,
		2025			2024
Exercise price		$	1.04		$	—
Expected term (years)			5.7			—
Expected stock price volatility			104.82	%		—	%
Risk-free rate of interest			3.88	%		—	%
Expected dividend rate			0.00	%		—	%

The following table sets forth stock-based compensation expenses recorded during the respective periods:


		For the Years Ended
		December 31,
		2025			2024
Stock Compensation expenses:
Research and development		$	308,068		$	15,247
General and administrative			229,472			230,617
Total stock compensation expenses		$	537,540		$	245,864

During the year ended December 31, 2025, the Company recorded incremental stock-based compensation expense of $0.3 million pertaining to the modification of stock options in connection with certain consultants. The modification resulted in an acceleration of $0.3 million in compensation expense that was immediately recognized, and is reflected in operating expenses.

At December 31, 2025, the total stock-based compensation cost related to unvested awards not yet recognized was $0.9 million. The expected weighted average period for compensation costs to be recognized was 1.8 years. Future option grants will impact the compensation expense recognized.