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

STOCK-BASED COMPENSATION

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STOCK-BASED COMPENSATION
 12 Months Ended
Dec. 31, 2025
Share-Based Payment Arrangement [Abstract]  
STOCK-BASED COMPENSATION

NOTE 12 – STOCK-BASED COMPENSATION

 

Prior to May 17, 2023, the Company had previously granted stock options and stock awards under the Abeona Therapeutics Inc. 2015 Equity Incentive Plan (the “2015 Incentive Plan”). As of May 17, 2023, no further grants can be made under the 2015 Incentive Plan. The Company now grants stock options and stock awards under the Abeona Therapeutics Inc. 2023 Equity Incentive Plan (the “2023 Incentive Plan”) which was approved by stockholders on May 17, 2023. On April 24, 2024, stockholders approved an amendment to the 2023 Incentive Plan to increase the shares authorized for issuance from 1,700,000 shares to 3,200,000 shares. On December 20, 2024, stockholders approved an additional increase in the shares authorized for issuance under the 2023 Incentive Plan from 3,200,000 shares to 8,400,000 shares. As of December 31, 2025, there were 3,298,589 shares available to be granted under the 2023 Incentive Plan. In addition, in 2023, the Company’s board of directors approved various restricted stock awards granted to certain new hires as inducement grants. On October 10, 2023, the Company’s board of directors approved the Abeona Therapeutics Inc. 2023 Employment Inducement Equity Incentive Plan (the “Inducement Plan”). As of December 31, 2025, there were 214,284 shares available to be granted under the Inducement Plan.

 

The following table summarizes stock-based compensation (in thousands):

 

    2025     2024  
    For the year ended December 31,  
    2025     2024  
             
Research and development   $ 1,355     $ 1,561  
Selling, general and administrative     9,424       5,067  
Total stock-based compensation expense   $ 10,779     $ 6,628  

 

 

Stock Options

 

The Company estimates the fair value of each option award on the date of grant using the Black-Scholes option-pricing model. The Company then recognizes the grant date fair value of each option as compensation expense ratably using the straight-line attribution method over the service period (generally the vesting period). The Black-Scholes model incorporates the following assumptions:

 

  ● Expected volatility – the Company estimates the volatility of the share price at the date of grant using a “look-back” period which coincides with the expected term, defined below. The Company believes using a “look-back” period which coincides with the expected term is the most appropriate measure for determining expected volatility.
     
  ● Expected term – the Company estimates the expected term using the “simplified” method, as outlined in SEC Staff Accounting Bulletin No. 107, “Share-Based Payment.”
     
  ● Risk-free interest rate – the Company estimates the risk-free interest rate using the U.S. Treasury yield curve for periods equal to the expected term of the options in effect at the time of grant.
     
  ● Dividends – the Company uses an expected dividend yield of zero because the Company has not declared nor paid a cash dividend, nor are there any plans to declare a dividend.

 

The Company did not grant any stock options in the year ended December 31, 2025 and 2024.

 

The Company accounts for forfeitures as they occur, which may result in the reversal of compensation costs in subsequent periods as the forfeitures arise.

 

The following table summarizes stock option activity during the year ended December 31, 2025 and 2024.

 

    Number of
Options		     Weighted
Average
Exercise Price		     Weighted
Average
Remaining
Contractual
Term (years)		     Aggregate
Intrinsic Value
(in thousands)		  
                         
Outstanding at December 31, 2023     179,001     $ 38.58       6.83     $ 3  
Granted     —     $ —       —     $ —  
Cancelled/forfeited     (2,414 )   $ 33.84       —     $ —  
Exercised     —     $ —       —     $ —  
Outstanding at December 31, 2024     176,857     $ 38.64       5.83     $ 6  
Granted     —     $ —       —     $ —  
Cancelled/forfeited     (568 )   $ 14.21       —     $ —  
Exercised     —     $ —       —     $ —  
Outstanding at December 31, 2025     176,019     $ 38.72       4.85     $ 5  
Exercisable     175,489     $ 38.82       4.84     $ 4  
Unvested     530     $ 4.48       6.38     $ 1  

 

The aggregate intrinsic value of options is calculated as the difference between the exercise price of the underlying options and the fair value of the Company’s common stock for those options that had exercise prices lower than the fair value of the Company’s common stock. As of December 31, 2025, the total compensation cost related to non-vested option awards not yet recognized was $2,000 with a weighted average remaining vesting period of 0.4 years.

 

 

Further information regarding options outstanding under the 2015 Incentive Plan as of December 31, 2025 is summarized below:

 

                  Weighted-Average           Weighted-Average  
  Range of
Exercise Prices		   Number of
Options
Outstanding		     Remaining
Life In
Years		     Exercise
Price		     Number of
Options
Exercisable		     Remaining
Life in
Years		     Exercise
Price		  
                                             
$ 4.00   $ 22.75       19,520       6.0     $ 16.58       18,990       6.0     $ 16.92  
  25.50     47.00       104,279       4.5       33.52       104,279       4.5       33.52  
  54.50     58.50       52,020       5.2       56.96       52,020       5.2       56.96  
  164.75     183.50       200       3.1       164.75       200       3.1       164.75  
                176,019                       175,489                  

 

Restricted Stock:

 

The following table summarizes restricted stock award activity:

 

    Number of
Awards		     Weighted Average
Grant Date Fair
Value Per Unit		  
             
Outstanding at December 31, 2023     2,448,169     $ 4.25  
Granted     2,065,054     $ 4.95  
Cancelled/forfeited     (183,114 )   $ 3.78  
Vested     (1,009,298 )   $ 4.64  
Outstanding at December 31, 2024     3,320,811     $ 4.60  
Granted     2,405,231     $ 5.30  
Cancelled/forfeited     (82,784 )   $ 5.00  
Vested     (1,462,277 )   $ 4.71  
Outstanding at December 31, 2025     4,180,981     $ 4.96  

 

As of December 31, 2025, there was $13.7 million of total unrecognized compensation expense related to unvested restricted stock awards, which is expected to be recognized over a weighted average vesting period of 1.8 years. The total fair value of restricted stock awards that vested was $6.9 million and $4.7 million during the years ended December 31, 2025 and 2024, respectively.