Pay vs Performance Disclosure - USD ($)

12 Months Ended

Dec. 31, 2025

Dec. 31, 2024

Dec. 31, 2023

PAY VERSUS PERFORMANCE

As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(v) of Regulation S-K, we are providing the following information about the relationship between executive compensation and certain financial performance of our Company. The disclosure included in this section is prescribed by SEC rules and does not necessarily align with how the Company or the Compensation Committee view the link between the Company’s performance and its NEOs pay.

Pay Versus Performance Table

The table below presents information on the compensation of our Chief Executive Officer and our other NEOs in comparison to certain performance metrics for 2025, 2024 and 2023. The metrics are not those that the Compensation Committee uses when setting executive compensation. The use of the term “compensation actually paid” (“CAP”) is required by the SEC’s rules. Neither CAP nor the total amount reported in the Summary Compensation Table reflect the amount of compensation actually paid, earned or received during the applicable year. Per SEC rules, CAP was calculated by adjusting the Summary Compensation Table Total values for the applicable year as described in the footnotes to the table.


Year	Summary Compensation Table Total for CEO(1)(2)		Compensation Actually Paid to CEO(1)(3)		Summary Compensation Table Total for Non-CEO NEOs(1)(2)		Compensation Actually Paid to Non-CEO NEOs(1)(3)		Value of initial fixed $100 investment based on total shareholder return (TSR):		Net Loss (in thousands)
2025	$	5,566,733	$	4,732,191	$	1,631,279	$	1,453,827	$	11	$	(22,386)
2024	$	1,260,285	$	1,642,223	$	907,028	$	1,075,723	$	24	$	(12,978)
2023	$	1,134,027	$	1,572,904	$	1,214,496	$	1,581,624	$	37	$	(13,316)

(1)

For each year shown, the Chief Executive Officer was Marc H. Hedrick, M.D. and the other NEOs were Andrew Sims and Dr. Norman LaFrance. Dr. LaFrance stepped down from his position as the Company’s Chief Medical Officer on June 11, 2024 and is not included in 2025.

(2)

Amounts in this column represent the “Total” rows set forth in the Summary Compensation Table (“SCT”) below.

(3)

The dollar amounts reported in these columns represent the amounts of “compensation actually paid.” The amounts are computed in accordance with Item 402(v) of Regulation S-K by deducting and adding the following amounts from the “Total” column of the SCT (pursuant to SEC rules, fair value at each measurement date is computed in a manner consistent with the fair value methodology used to account for share-based payments in our financial statements under GAAP):

Summary Compensation Table (SCT)


2025	CEO		Non-CEO NEOs
SCT Total Compensation		5,566,733		1,631,279
Deduct amounts reported under the “Stock Awards” and “Option Awards” column of the SCT		(4,632,489)		(1,074,542)
Fair Value of Awards Granted in 2025 Unvested as of 12/31/2025		3,656,735		863,753
Change in Fair Value of Awards Granted in Prior Years Unvested as of 12/31/25		(195,470)		(42,660)
Fair Value of Awards Granted and Vested in 2025 as of the Vesting Date		385,345		88,835
Change in Fair Value of Awards Granted in Prior Years that Vested during 2025 as of the Vesting Dated Fair Value of Awards Granted and Vested in 2025 as of the Vesting Date		(48,663)		(12,838)
Total Compensation Actually Paid		4,732,191		1,453,827


2024	CEO		Non-CEO NEOs
SCT Total Compensation		1,260,285		907,028
Deduct amounts reported under the “Stock Awards” and “Option Awards” column of the SCT		(335,348)		(74,758)
Add Fair Value of Awards Granted in 2024 Unvested as of 12/31/2024		293,057		45,235
Add Change in Fair Value of Awards Granted in Prior Years Unvested as of 12/31/24		130,286		64,386
Add Fair Value of Awards Granted and Vested in 2024 as of the Vesting Date		48,692		7,079
Add Change in Fair Value of Awards Granted in Prior Years that Vested during 2024 as of the Vesting Date		245,251		126,753
Total Compensation Actually Paid		1,642,223		1,075,723


2023	CEO		Non-CEO NEOs
SCT Total Compensation		1,134,027		1,214,496
Deduct amounts reported under the “Stock Awards” and “Option Awards” column of the SCT		(188,692)		(69,966)
Add Fair Value of Awards Granted in 2023 Unvested as of 12/31/2023		117,465		156,763
Add Change in Fair Value of Awards Granted in Prior Years Unvested as of 12/31/23		238,910		103,799
Add Fair Value of Awards Granted and Vested in 2023 as of the Vesting Date		35,158		13,068
Add Change in Fair Value of Awards Granted in Prior Years that Vested during 2023 as of the Vesting Date		236,036		163,464
Total Compensation Actually Paid		1,572,904		1,581,624

Named Executive Officers, Footnote

For each year shown, the Chief Executive Officer was Marc H. Hedrick, M.D. and the other NEOs were Andrew Sims and Dr. Norman LaFrance.

PEO Total Compensation Amount

$ 5,566,733

$ 1,260,285

$ 1,134,027

PEO Actually Paid Compensation Amount

$ 4,732,191

1,642,223

1,572,904

Adjustment To PEO Compensation, Footnote

(3)

Summary Compensation Table (SCT)


2025	CEO		Non-CEO NEOs
SCT Total Compensation		5,566,733		1,631,279
Deduct amounts reported under the “Stock Awards” and “Option Awards” column of the SCT		(4,632,489)		(1,074,542)
Fair Value of Awards Granted in 2025 Unvested as of 12/31/2025		3,656,735		863,753
Change in Fair Value of Awards Granted in Prior Years Unvested as of 12/31/25		(195,470)		(42,660)
Fair Value of Awards Granted and Vested in 2025 as of the Vesting Date		385,345		88,835
Change in Fair Value of Awards Granted in Prior Years that Vested during 2025 as of the Vesting Dated Fair Value of Awards Granted and Vested in 2025 as of the Vesting Date		(48,663)		(12,838)
Total Compensation Actually Paid		4,732,191		1,453,827


2024	CEO		Non-CEO NEOs
SCT Total Compensation		1,260,285		907,028
Deduct amounts reported under the “Stock Awards” and “Option Awards” column of the SCT		(335,348)		(74,758)
Add Fair Value of Awards Granted in 2024 Unvested as of 12/31/2024		293,057		45,235
Add Change in Fair Value of Awards Granted in Prior Years Unvested as of 12/31/24		130,286		64,386
Add Fair Value of Awards Granted and Vested in 2024 as of the Vesting Date		48,692		7,079
Add Change in Fair Value of Awards Granted in Prior Years that Vested during 2024 as of the Vesting Date		245,251		126,753
Total Compensation Actually Paid		1,642,223		1,075,723


2023	CEO		Non-CEO NEOs
SCT Total Compensation		1,134,027		1,214,496
Deduct amounts reported under the “Stock Awards” and “Option Awards” column of the SCT		(188,692)		(69,966)
Add Fair Value of Awards Granted in 2023 Unvested as of 12/31/2023		117,465		156,763
Add Change in Fair Value of Awards Granted in Prior Years Unvested as of 12/31/23		238,910		103,799
Add Fair Value of Awards Granted and Vested in 2023 as of the Vesting Date		35,158		13,068
Add Change in Fair Value of Awards Granted in Prior Years that Vested during 2023 as of the Vesting Date		236,036		163,464
Total Compensation Actually Paid		1,572,904		1,581,624

Non-PEO NEO Average Total Compensation Amount

$ 1,631,279

907,028

1,214,496

Non-PEO NEO Average Compensation Actually Paid Amount

$ 1,453,827

1,075,723

1,581,624

Adjustment to Non-PEO NEO Compensation Footnote

(3)

Summary Compensation Table (SCT)


2025	CEO		Non-CEO NEOs
SCT Total Compensation		5,566,733		1,631,279
Deduct amounts reported under the “Stock Awards” and “Option Awards” column of the SCT		(4,632,489)		(1,074,542)
Fair Value of Awards Granted in 2025 Unvested as of 12/31/2025		3,656,735		863,753
Change in Fair Value of Awards Granted in Prior Years Unvested as of 12/31/25		(195,470)		(42,660)
Fair Value of Awards Granted and Vested in 2025 as of the Vesting Date		385,345		88,835
Change in Fair Value of Awards Granted in Prior Years that Vested during 2025 as of the Vesting Dated Fair Value of Awards Granted and Vested in 2025 as of the Vesting Date		(48,663)		(12,838)
Total Compensation Actually Paid		4,732,191		1,453,827


2024	CEO		Non-CEO NEOs
SCT Total Compensation		1,260,285		907,028
Deduct amounts reported under the “Stock Awards” and “Option Awards” column of the SCT		(335,348)		(74,758)
Add Fair Value of Awards Granted in 2024 Unvested as of 12/31/2024		293,057		45,235
Add Change in Fair Value of Awards Granted in Prior Years Unvested as of 12/31/24		130,286		64,386
Add Fair Value of Awards Granted and Vested in 2024 as of the Vesting Date		48,692		7,079
Add Change in Fair Value of Awards Granted in Prior Years that Vested during 2024 as of the Vesting Date		245,251		126,753
Total Compensation Actually Paid		1,642,223		1,075,723


2023	CEO		Non-CEO NEOs
SCT Total Compensation		1,134,027		1,214,496
Deduct amounts reported under the “Stock Awards” and “Option Awards” column of the SCT		(188,692)		(69,966)
Add Fair Value of Awards Granted in 2023 Unvested as of 12/31/2023		117,465		156,763
Add Change in Fair Value of Awards Granted in Prior Years Unvested as of 12/31/23		238,910		103,799
Add Fair Value of Awards Granted and Vested in 2023 as of the Vesting Date		35,158		13,068
Add Change in Fair Value of Awards Granted in Prior Years that Vested during 2023 as of the Vesting Date		236,036		163,464
Total Compensation Actually Paid		1,572,904		1,581,624

Compensation Actually Paid vs. Total Shareholder Return

Compensation Actually Paid vs. Net Income

The following graph illustrates the relationship during 2023, 2024 and 2025 of the CAP for our Chief Executive Officer and other NEOs, calculated pursuant to SEC rules, to our net loss.