Pay Versus Performance Table

 

Average

 

Summary

Compensation

Average

Value of Initial

Compensation

Actually

Table Total

Compensation

Fixed $100 Investment

Table Total

Paid

for Non-PEO

Actually Paid

Based On

for PEO

to PEO

NEOs

to Non-PEO NEOs

Total Shareholder Return

Net Loss

Year

 

($)⁽¹⁾

 

($)⁽²⁾

 

($)⁽³⁾

 

($)⁽⁴⁾

 

($)⁽⁵⁾

 

($ in millions)⁽⁶⁾

2025

2,125,594

1,793,592

4,208,783

4,125,368

0.03

(40.9)

2024

1,269,419

876,793

814,738

655,714

0.10

(11.7)

2023

1,635,226

1,052,743

922,495

690,975

1.22

(8.9)

(1)	Reflects the amount reported in the “Total” column of the Summary Compensation Table for Mr. Andreeff for each corresponding year. See “Named Executive Officer Compensation Tables – Summary Compensation Table for 2025”.

(2)

Amounts reported reflect CAP for Mr. Andreeff, as computed in accordance with Item 402(v) of Regulation S-K, for each corresponding year, which amounts do not reflect the actual amount of compensation earned by or paid to Mr. Andreeff during the applicable year. The adjustments below were made to Mr. Andreeff’s total compensation for each year to determine the CAP for such fiscal year in accordance with the requirements of Item 402(v) of Regulation S-K.

 

Reported

 

Equity

 

Summary Compensation

Reported

Award

CAP for

Table Total for PEO

Value of Equity Awards

Adjustments

PEO

Year

 

($)

 

Less

 

($)^(a)

 

Plus

 

($)^(b)

 

Equals

 

($)^(c)

2025

2,125,594

—

636,456

+

304,454

=

1,793,592

2024

1,269,419

—

682,760

+

290,134

=

876,793

2023

1,635,226

—

1,115,469

+

532,986

=

1,052,743

(a)	Amounts reflect the sum of the grant date fair value of equity awards as reported in the “Stock Awards” and “Option Awards” columns in the Summary Compensation Table for the applicable year.

(b)

The equity award adjustments were calculated in accordance with Item 402(v) of Regulation S-K and include: (i) the year-end fair value of any equity awards granted in the applicable year that are outstanding and unvested as of the end of the year; (ii) the amount of change as of the end of the applicable year (from the end of the prior fiscal year) in fair value of any awards granted in prior years that are outstanding and unvested as of the end of the applicable year; (iii) for awards granted in the applicable year and vest in the same year, the fair value as of the vesting date; and (iv) for awards granted in prior years that vest in the applicable year, the amount equal to the change as of the vesting date (from the end of the prior fiscal year) in fair value. No dividends or other earnings were paid on stock or option awards in any applicable year. The valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of grant. The amounts deducted or added in calculating the equity award adjustments for Mr. Andreeff are as follows:


		Year End Fair				Fair Value as		Change in Fair Value to the
		Value of Equity		Year over Year Change		of Vesting		Vesting Date of Equity
		Awards Granted in		in Fair		Date of Equity		Awards		Total
		the Year and		Value of		Awards Granted		Granted in Prior		Equity
		Outstanding and		Outstanding and		and Vested		Years that Vested		Award
		Unvested at Year End		Unvested Equity Awards		in the Year		in the Year		Adjustments
Year		($)		($)		($)		($)		($)
2025		—		—		430,252		(125,798)		304,454
2024		130,225		(158,145)		441,355		(123,301)		290,134
2023		330,374		(6,515)		212,482		(3,355)		532,986

(3)

Reflects the average amount reported in the “Total” column of the Summary Compensation Table for our other NEOs as a group (excluding Mr. Andreeff) for each corresponding year. See “Named Executive Officer Compensation Tables – Summary Compensation Table for 2025”. The names of each of the other NEOs (excluding Mr. Andreeff) included for purposes of calculating the average amounts in 2025 are Messrs. Chee and Mathiesen and in each of 2024 and 2023 are Mr. Mathiesen and Dr. Antonella Favit-Van Pelt, our former Chief Medical Officer.

(4)

Amounts reported reflect CAP for the other NEOs as a group (excluding Mr. Andreeff), as computed in accordance with Item 402(v) of Regulation S-K, for each corresponding year, which amounts do not reflect an average of the actual amount of compensation earned by or paid to the other NEOs as a group (excluding Mr. Andreeff) during the applicable year. The adjustments below were made to the average total compensation for the NEOs as a group (excluding Mr. Andreeff) for each year to determine the CAP for such year in accordance with the requirements of Item 402(v) of Regulation S-K.

 

Average Reported

 

Summary

Average

Compensation

Reported

Average

Table

Value of

Equity

Average

Total for

Equity

Award

CAP for

Non-PEO NEOs

Awards

Adjustments

Non-PEO NEOs

Year

 

($)

 

Less

 

($)

 

Plus

 

($)^(a)

 

Equals

 

($)

2025

4,208,783

—

3,475,258

+

3,391,843

=

4,125,368

2024

814,738

—

287,723

+

128,699

=

655,714

2023

922,495

—

447,394

+

215,874

=

690,975

(a)	See note (b) to footnote (2) above for an explanation of the equity award adjustments made in accordance with Item 402(v) of Regulation S-K. The amounts deducted or added in calculating the total average equity award adjustments for the other NEOs as a group (excluding Mr. Andreeff) are as follows:


						Fair Value as
		Average				of Vesting		Average Change
		Year End Fair Value		Year over Year Average		Date of Equity		in Fair Value to the		Total
		of Equity Awards		Change in Fair Value of		Awards		Vesting Date of Equity		Average
		Granted in the Year		Outstanding and		Granted		Awards Granted in		Equity
		and Outstanding and		Unvested Equity		and Vested		Prior Years that		Award
		Unvested at Year End		Awards		in the Year		Vested in the Year		Adjustments
Year		($)		($)		($)		($)		($)
2025		—		—		3,423,756		(31,913)		3,391,843
2024		54,879		(63,185)		185,991		(48,986)		128,699
2023		132,513		(1,209)		85,215		(645)		215,874

(5)	Cumulative TSR is calculated as the difference between the Company’s share price at the end and the beginning of the measurement period by the Company’s share price at the beginning of the measurement period.

(6)	Amounts reflect the net income as reported in the Company’s audited financial statements for the applicable year.

PEO Total Compensation Amount

$ 2,125,594

$ 1,269,419

$ 1,635,226

Adjustment To PEO Compensation, Footnote

(2)

Amounts reported reflect CAP for Mr. Andreeff, as computed in accordance with Item 402(v) of Regulation S-K, for each corresponding year, which amounts do not reflect the actual amount of compensation earned by or paid to Mr. Andreeff during the applicable year. The adjustments below were made to Mr. Andreeff’s total compensation for each year to determine the CAP for such fiscal year in accordance with the requirements of Item 402(v) of Regulation S-K.

 

Reported

 

Equity

 

Summary Compensation

Reported

Award

CAP for

Table Total for PEO

Value of Equity Awards

Adjustments

PEO

Year

 

($)

 

Less

 

($)^(a)

 

Plus

 

($)^(b)

 

Equals

 

($)^(c)

2025

2,125,594

—

636,456

+

304,454

=

1,793,592

2024

1,269,419

—

682,760

+

290,134

=

876,793

2023

1,635,226

—

1,115,469

+

532,986

=

1,052,743

(a)	Amounts reflect the sum of the grant date fair value of equity awards as reported in the “Stock Awards” and “Option Awards” columns in the Summary Compensation Table for the applicable year.

(b)

The equity award adjustments were calculated in accordance with Item 402(v) of Regulation S-K and include: (i) the year-end fair value of any equity awards granted in the applicable year that are outstanding and unvested as of the end of the year; (ii) the amount of change as of the end of the applicable year (from the end of the prior fiscal year) in fair value of any awards granted in prior years that are outstanding and unvested as of the end of the applicable year; (iii) for awards granted in the applicable year and vest in the same year, the fair value as of the vesting date; and (iv) for awards granted in prior years that vest in the applicable year, the amount equal to the change as of the vesting date (from the end of the prior fiscal year) in fair value. No dividends or other earnings were paid on stock or option awards in any applicable year. The valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of grant. The amounts deducted or added in calculating the equity award adjustments for Mr. Andreeff are as follows:


		Year End Fair				Fair Value as		Change in Fair Value to the
		Value of Equity		Year over Year Change		of Vesting		Vesting Date of Equity
		Awards Granted in		in Fair		Date of Equity		Awards		Total
		the Year and		Value of		Awards Granted		Granted in Prior		Equity
		Outstanding and		Outstanding and		and Vested		Years that Vested		Award
		Unvested at Year End		Unvested Equity Awards		in the Year		in the Year		Adjustments
Year		($)		($)		($)		($)		($)
2025		—		—		430,252		(125,798)		304,454
2024		130,225		(158,145)		441,355		(123,301)		290,134
2023		330,374		(6,515)		212,482		(3,355)		532,986