Item 402(v) Pay Versus Performance

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 named executive officer (“NEO”) pay. For additional information about our pay for performance compensation philosophy and how we seek to align executive compensation with the Company’s performance, refer to “Executive and Director Compensation” beginning on page 37.

Required Tabular Disclosure of Pay Versus Performance

The table below shows compensation actually paid (as defined by the SEC in Item 402(v) of Regulation S-K) for our NEOs and the required financial performance measures for the years shown in the table. Use of the term

“compensation actually paid” (“CAP”) is required by the SEC’s rules and as a result of the calculation methodology required by the SEC, such amounts differ from compensation actually received by the individuals and the compensation decisions described in the “Executive and Director Compensation” section above. For purposes of this discussion, our Chief Executive Officer is also referred to as our principal executive officer or “PEO” and our other NEOs are referred to as our “Non-PEO NEOs”.


Fiscal Year	Summary Compensation Table Total for PEO(1)(2)		Compensation Actually Paid to PEO(1)(3)		Average Summary Compensation Table Total for Non-PEO NEOs(1)(2)		Average Compensation Actually Paid to Non-PEO NEOs(1)(3)		Value of Initial Fixed $100 Investment Based on Total Stockholder Return(4)		Net Loss (thousands)(5)
2025	$	4,255,248	$	4,484,249	$	2,401,951	$	2,472,856	$	146.23	$	(22,398	)
2024	$	684,392	$	754,068	$	512,832	$	541,557	$	70.58	$	(8,067	)
2023	$	1,348,215	$	1,029,248	$	806,380	$	671,536	$	68.21	$	(13,335	)

(1)

NEOs included in these columns reflect the following individuals:


Year	PEO		Non-PEO NEOs
2025		Bruce D. Steel		Stephen Connelly, Christine Zedelmayer
2024		Bruce D. Steel		Stephen Connelly, Christine Zedelmayer
2023		Bruce D. Steel		Stephen Connelly, Christine Zedelmayer

(2)

Amounts reflect Summary Compensation Table Total Pay for our NEOs for each corresponding year.

(3)

CAP has been calculated based on the requirements and methodology set forth in the applicable SEC rules (Item 402(v) of Regulation S-K). The CAP calculation includes the end-of-year value of awards granted within the fiscal year, the change in fair value from prior year end of vested awards and the change in the fair value of unvested awards granted in prior years, regardless of if, when, or at which intrinsic value they will actually vest. To calculate CAP the following amounts were deducted from and added to the total compensation number shown in the Summary Compensation Table (“SCT”):


Fiscal Year 2025 Reconciliation of SCT Total to CAP*	PEO ($)	Average Non-PEO NEOs ($)
SCT Total	$4,255,248	$2,401,951
(Minus): Grant Date Fair Value of the “Option Awards” Column in the SCT for Applicable Fiscal Year	$(3,020,709)	$(1,533,524)
Plus: Add: Fair Value at Applicable Fiscal Year End of Awards Granted during Applicable Fiscal Year that Remain Unvested as of Applicable Fiscal Year End	$2,946,519	$1,475,810
Plus: Change in Fair Value from the end of the Prior Fiscal Year to the end of the Applicable Fiscal Year of Awards Granted during Prior Fiscal Years that were Outstanding and Unvested as of Applicable Fiscal Year End	$233,946	$99,664
Plus: Vesting Date Fair Value of Awards Granted during Prior Fiscal Years that Vested During Applicable Fiscal Year	$69,245	$28,955
CAP	$4,484,249	$2,472,856

* For purposes of the above adjustments, the fair value of equity awards on the applicable date were determined in accordance with FASB’s ASC Topic 718, using valuation methodologies that are generally consistent with those used to determine the grant-date fair value for accounting purposes.

The table below contains ranges of assumptions used in the valuation of outstanding equity awards for the relevant fiscal year(s). For more information, please see the notes to our financial statements in our Annual Report on Form 10-K and the footnotes to the Summary Compensation Table of this Proxy Statement.


Stock Options		Fiscal Year 2025
Expected Term		1.08 - 8.58 years
Strike Price		$0.73 - $1.74
Volatility		93.0% - 145.6%
Dividend Yield		0.0% - 0.0%
Risk-Free Interest Rate		3.4% - 4.3%

(4)

The amounts reflect the cumulative total stockholder return of our common stock at the end of each fiscal year. In each case, assume an initial investment of $100 on December 31, 2022, and reinvestment of dividends, if any.

(5)

The amounts reported represent the net loss reflected in the Company’s audited financial statements for the applicable fiscal year.

Required Disclosure of the Relationship Between CAP and Financial Performance Measures

In accordance with Item 402(v) of Regulation S-K, we are providing the following descriptions of the relationships between information presented in the Pay Versus Performance table above.

Relationship between CAP vs. Net Income

The following chart illustrates the relationship between CAP for our PEO and the average CAP for our Non-PEO NEOs against the Company’s net income:

Relationship between CAP vs. Cumulative TSR of Company

The following chart illustrates the relationship between CAP for our PEO and the average CAP for our Non-PEO NEOs against the Company’s TSR:

Named Executive Officers, Footnote


Year	PEO		Non-PEO NEOs
2025		Bruce D. Steel		Stephen Connelly, Christine Zedelmayer
2024		Bruce D. Steel		Stephen Connelly, Christine Zedelmayer
2023		Bruce D. Steel		Stephen Connelly, Christine Zedelmayer

PEO Total Compensation Amount

$ 4,255,248

$ 684,392

$ 1,348,215

PEO Actually Paid Compensation Amount

$ 4,484,249

754,068

1,029,248

Adjustment To PEO Compensation, Footnote


Fiscal Year 2025 Reconciliation of SCT Total to CAP*	PEO ($)	Average Non-PEO NEOs ($)
SCT Total	$4,255,248	$2,401,951
(Minus): Grant Date Fair Value of the “Option Awards” Column in the SCT for Applicable Fiscal Year	$(3,020,709)	$(1,533,524)
Plus: Add: Fair Value at Applicable Fiscal Year End of Awards Granted during Applicable Fiscal Year that Remain Unvested as of Applicable Fiscal Year End	$2,946,519	$1,475,810
Plus: Change in Fair Value from the end of the Prior Fiscal Year to the end of the Applicable Fiscal Year of Awards Granted during Prior Fiscal Years that were Outstanding and Unvested as of Applicable Fiscal Year End	$233,946	$99,664
Plus: Vesting Date Fair Value of Awards Granted during Prior Fiscal Years that Vested During Applicable Fiscal Year	$69,245	$28,955
CAP	$4,484,249	$2,472,856

Non-PEO NEO Average Total Compensation Amount

$ 2,401,951

512,832

806,380

Non-PEO NEO Average Compensation Actually Paid Amount

$ 2,472,856

541,557

671,536

Adjustment to Non-PEO NEO Compensation Footnote


Fiscal Year 2025 Reconciliation of SCT Total to CAP*	PEO ($)	Average Non-PEO NEOs ($)
SCT Total	$4,255,248	$2,401,951
(Minus): Grant Date Fair Value of the “Option Awards” Column in the SCT for Applicable Fiscal Year	$(3,020,709)	$(1,533,524)
Plus: Add: Fair Value at Applicable Fiscal Year End of Awards Granted during Applicable Fiscal Year that Remain Unvested as of Applicable Fiscal Year End	$2,946,519	$1,475,810
Plus: Change in Fair Value from the end of the Prior Fiscal Year to the end of the Applicable Fiscal Year of Awards Granted during Prior Fiscal Years that were Outstanding and Unvested as of Applicable Fiscal Year End	$233,946	$99,664
Plus: Vesting Date Fair Value of Awards Granted during Prior Fiscal Years that Vested During Applicable Fiscal Year	$69,245	$28,955
CAP	$4,484,249	$2,472,856

Equity Valuation Assumption Difference, Footnote


Stock Options		Fiscal Year 2025
Expected Term		1.08 - 8.58 years
Strike Price		$0.73 - $1.74
Volatility		93.0% - 145.6%
Dividend Yield		0.0% - 0.0%
Risk-Free Interest Rate		3.4% - 4.3%