Note 5 – Stock Incentive Plan

In April 2016, the Company’s Board of Directors and stockholders representing a majority of the Company’s outstanding stock at that time approved the Monopar Therapeutics Inc. 2016 Stock Incentive Plan, as amended (the “Plan”), allowing the Company to grant up to an aggregate of 140,000 shares of stock-based awards in the form of stock options, restricted stock units, stock appreciation rights and other stock-based awards to employees, non-employee directors and consultants. In October 2017, the Company’s Board of Directors voted to increase the stock award pool to 320,000 shares of common stock, which subsequently was approved by the Company’s stockholders. In April 2020, the Company’s Board of Directors voted to increase the stock award pool to 620,000 (an increase of 300,000 shares of common stock), which was approved by the Company’s stockholders in June 2020. In April 2021, the Company’s Board of Directors voted to approve an amendment to the 2016 Stock Incentive Plan to remove certain individual award limits and other provisions related to I.R.C. Section 162(m) and to update the limit on Incentive Stock Options to no more than 100% of the maximum aggregate number of shares which may be granted under the Plan, which was approved by the Company’s stockholders in June 2021. In March 2022, the Company’s Board of Directors voted to increase the stock award pool to 1,020,000 (an increase of 400,000 shares of common stock), which was approved by the Company’s stockholders in June 2022. In July 2024, the Company’s Board of Directors voted to increase the stock award pool to 1,420,000 (an increase of 400,000 shares of common stock), which was approved by the Company’s stockholders on August 5, 2024. In  March 2025, the Company registered 400,000 additional shares of common stock under the Plan.

On April 27, 2026, the Board adopted the Monopar Therapeutics Inc. 2026 Stock Incentive Plan (the “2026 Plan”), and the 2026 Plan was approved by the Company’s stockholders at the Annual Meeting held on June 22, 2026 (the “New Plan Effective Date”). The 2026 Plan replaced the Monopar Therapeutics Inc. 2016 Stock Incentive Plan, as amended (the “Prior Plan”), with respect to future awards, and no further awards will be granted under the Prior Plan following the New Plan Effective Date, although outstanding awards under the Prior Plan will remain in effect in accordance with their terms. The 2026 Plan provides for the issuance of shares of our common stock, including 600,000 new shares, as well as shares that remain available for issuance under the Prior Plan as of the New Plan Effective Date and, in certain cases, shares underlying awards under the Prior Plan that are forfeited, expire or are otherwise terminated without issuance. The primary purpose of the 2026 Plan is to ensure that a sufficient number of shares remain available for issuance to support Monopar’s equity-based compensation program.

During the six months ended June 30, 2026, the Company’s Plan Administrator Committee (with regard to non-officer employees and consultants) and the Company’s Compensation Committee, as ratified by the Board of Directors (in the case of executive officers and non-employee directors), granted to executive officers, non-officer employees, and consultants options to purchase an aggregate of 65,312 shares of the Company’s common stock, with exercise prices ranging from $53.29 to $87.68 per share and with a range of vesting schedules. All stock option grants have a 10-year term.

Under the Plan, the per share exercise price for the shares to be issued upon exercise of an option shall be determined by the Plan Administrator, except that the per share exercise price shall be no less than 100% of the fair market value per share on the grant date. Fair market value is the Company’s closing price on Nasdaq. Stock options generally expire after 10 years.

Stock option activity under the Plan was as follows: 

A summary of options outstanding as of June 30, 2026, is shown below:

Restricted stock unit activity under the Plan was as follows:

(1) There were no restricted stock units granted during the three and six months ended June 30, 2026.

Stock option grants and fair values under the Plan were as follows:

As of  June 30, 2026, the aggregate intrinsic value of outstanding vested and unvested stock options was approximately $40.5 million and $10.6 million, respectively. The weighted-average exercise price in aggregate was $32.99, which includes $26.85 for fully vested stock options and $45.44 for stock options expected to vest. As of  June 30, 2026, the unamortized balance of stock-based compensation was $16.4 million, to be amortized over the following 3 years.

During the three months ended  June 30, 2026 and 2025, the Company recognized $649,633 and $675,575 of employee, non-employee director and consultant stock-based compensation expense as G&A expenses, respectively, and $778,818 and $567,957 as R&D expenses, respectively. During the six months ended June 30, 2026 and 2025, the Company recognized $1,342,361 and $1,422,615 of employee, non-employee director and consultant stock-based compensation expense as G&A expenses, respectively, and $1,779,071 and $1,208,086 as R&D expenses, respectively. The stock-based compensation expense is allocated on a departmental basis, based on the classification of the stock-based award holder. No income tax benefits have been recognized in the condensed consolidated statements of operations and comprehensive income (loss) for stock-based compensation arrangements.