Annual report [Section 13 and 15(d), not S-K Item 405]

Note 13 - Stock-based Compensation

v3.25.4
Note 13 - Stock-based Compensation
12 Months Ended
Dec. 31, 2025
Notes to Financial Statements  
Share-Based Payment Arrangement [Text Block]

13. Stock-based Compensation

 

2014 Equity Incentive Plan

 

In 2014, the Board of Directors and a majority of the stockholders adopted the Company's Amended and Restated 2014 Equity Incentive Plan (the "2014 Plan"), which expired on January 31, 2024. Following such expiration and prior to the 2024 Annual Meeting of Stockholders (the "Annual Meeting"), no grants were made under the 2014 Plan. On June 6, 2024, the Company held its Annual Meeting, whereby the Board of Directors and a majority of the stockholders adopted, amended, and restated the 2014 Plan (the "Restated 2014 Plan") to extend the term of the 2014 Plan until April 15, 2034, and to increase the total number of shares of common stock authorized for issuance by 67 shares relative to the amount available for issuance at the time the 2014 Plan expired. As of December 31, 2025, the total number of shares authorized for grant under the Restated 2014 Plan is shown in the table below:

 

Original share pool

    9  

2015 increase

    7  

2017 increase

    4  

December 2017 increase (ratified in June 2018)

    20  

2019 increase

    16  

March 2020 increase

    22  

December 2020 increase

    53  

2022 increase

    37  

2023 increase

    80  

2024 increase

    67  

2025 increase

    153  

Total shares authorized for grant as of December 31, 2025

    468  

 

Under the terms of the Restated 2014 Plan, the Board of Directors may award restricted stock, restricted stock units, stock options, stock appreciation rights and dividend equivalent rights having either a fixed or variable price related to the fair market value of the shares and with an exercise or conversion privilege related to the passage of time, the occurrence of one or more events, or the satisfaction of performance criteria or other conditions or any other security with the value derived from the value of the shares.

 

Shares available for future grant as of December 31, 2025 under the Restated 2014 Plan was as follows:

 

   

Shares Available

 
   

For Grant

 

Available as of December 31, 2024

    47  

Share pool increase

    153  

Granted

    (207 )

Forfeited

    6  

Expired

    1  

Available as of December 31, 2025

     

 

Restricted Stock Units

 

The Company issues time-based RSUs and PSUs to employees and non-employees. Each RSU and PSU represents the right to receive one share of the Company’s common stock upon vesting and subsequent settlement. PSUs vest upon achievement of performance targets based on the Company's annual operating plan. The fair values of RSUs and PSUs are determined based on the closing price of the Company’s common stock on the date of grant.

 

Combined RSU and PSU activity for the year ended December 31, 2025 is summarized below:

 

           

Weighted

 
   

Number of

   

Average Grant-

 
   

Shares

   

Date Fair Value

 

Unvested as of December 31, 2024

    68     $ 18.27  

Granted

    207     $ 5.36  

Vested

    (183 )   $ 9.13  

Forfeited

    (6 )   $ 9.88  

Unvested as of December 31, 2025

    86     $ 7.22  

 

The total grant-date fair value of RSUs and PSUs that vested during the year ended December 31, 2025 was $1,002. As of December 31, 2025, $286 of total unrecognized compensation expense related to unvested RSUs and PSUs was expected to be recognized over a weighted average period of 1.07 years.

 

Stock Options

 

The Board of Directors may grant stock options under the 2014 Plan at a price of not less than 100% of the fair market value of the Company’s common stock on the date the option is granted. The maximum term of an incentive stock option granted to participants may not exceed ten years. Subject to the limitations discussed above, the Board of Directors determines the term and exercise or purchase price of other awards granted under the Restated 2014 Plan. The Board of Directors also determines the terms and conditions of awards, including the vesting schedule and any forfeiture provisions. Options granted under the Restated 2014 Plan vest upon the passage of time, generally four years, or upon the attainment of certain performance criteria established by the Board of Directors. The Company may grant options to purchase common stock to non-employees for advisory and consulting services. Upon exercise of a stock option, the Company issues new shares of common stock.

 

A summary of the stock option activity during the year ended December 31, 2025 is presented below:

 

                   

Weighted

         
           

Weighted

   

Average

         
           

Average

   

Remaining

   

Aggregate

 
   

Options

   

Exercise

   

Contractual

   

Intrinsic

 
   

Outstanding

   

Price

   

Life (Years)

   

Value

 

Outstanding at beginning of year

    12     $ 471.74                  

Forfeited

        $                  

Expired

    (1 )   $ 1,796.39                  

Outstanding at end of year

    11     $ 344.11       2.46     $  

Vested and expected to vest

    11     $ 344.11       2.46     $  

Exercisable at year end

    11     $ 344.00       2.46     $  

 

No stock options were exercised during the years ended December 31, 2025 and 2024.

 

As no stock options were granted during the years ended December 31, 2025 and 2024, there was no related weighted-average grant date fair value. The total grant date fair value of stock options vested during the years ended  December 31, 2025 and 2024 was $0.

 

As of December 31, 2025, total unrecognized compensation cost related to unvested stock options was $0. 

 

The following table summarizes information about stock options outstanding as of December 31, 2025:

 

   

Options Outstanding

   

Options Exercisable

 
           

Weighted-Average

                         

Range of

         

Remaining

   

Weighted

           

Weighted

 

Exercise

 

Number of

   

Contractual Life

   

Average

   

Number of

   

Average

 

Prices

 

Options

   

(Years)

   

Price

   

Options

   

Price

 

$85.50 - $85.50

    3       4.04       85.50       3       85.50  

$137.25 - $395.85

    4       2.94     $ 250.36       4     $ 250.18  

$402.75 - $812.25

    3       2.32     $ 475.43       3     $ 475.67  

$900.00 - $2,945.25

    1       0.58     $ 1,100.94       1     $ 1,100.94  
      11       2.86     $ 344.11       11     $ 344.00  

 

Compensation Expense

 

Stock-based compensation is included in the consolidated statements of operations and comprehensive loss in general and administrative, research and development, or sales and marketing expenses, depending on the nature of services provided. Stock-based compensation expense related to RSUs and PSUs was recorded as follows:

 

   

Years Ended December 31,

 
   

2025

   

2024

 

Sales and marketing

  $ 76     $ 98  

Research and development

    47       220  

General and administrative

    1,351       1,055  
    $ 1,474     $ 1,373  

 

Employee Stock Purchase Plan

 

The Company has an Employee Stock Purchase Plan ("ESPP"). Under the ESPP, the Company has 2 shares of common stock reserved for issuance, subject to adjustment in the event of a stock split, stock dividend, combination, reclassification or similar event. The ESPP allows eligible employees to purchase shares of the Company’s common stock at a discount through payroll deductions of up to 25% of their eligible compensation, subject to any plan limitations. The ESPP provides for six-month offering periods. At the end of each offering period, employees can purchase shares at 85% of the lower of the fair market value of the Company’s common stock on the first trading day of the offering period or on the last trading day of the offering period. As of December 31, 2025, the Company had not initiated employee enrollment to the plan.