v3.26.1
Pay vs Performance Disclosure - USD ($)
12 Months Ended
Dec. 31, 2025
Dec. 31, 2024
Pay vs Performance Disclosure    
Pay vs Performance Disclosure, Table

Year

Summary

Compensation

Table Total for

PEO(1)

($)

Compensation

Actually Paid to

PEO(1)(2)(3)

($)

Average

Summary

Compensation

Table Total for

Non-PEO

NEOs(1)

($)

Average

Compensation

Actually Paid to

Non-PEO

NEOs(1)(2)(3)

($)

Value of

Initial Fixed

$100

Investment

based on:

TSR(4)

($)

Net Loss

($)

2025

3,344,728

2,621,581

1,291,164

1,056,332

17.32

(34,257,370)

2024

881,220

751,884

437,972

399,531

28.94

(12,349,724)

(1)Greg Duncan was our PEO for each year presented. The individuals comprising the Non-PEO NEOs for each year presented were R. Michael Gendreau and Angela Walsh.
(2)The amounts shown for Compensation Actually Paid have been calculated in accordance with Item 402(v) of Regulation S-K and do not reflect compensation actually earned, realized, or received by the Company’s NEOs. These amounts reflect the Summary Compensation Table Total with certain adjustments as described in footnote 3 below.
(3)Compensation Actually Paid reflects the exclusions and inclusions of certain amounts for the PEO and the Non-PEO NEOs as set forth below. Equity values are calculated in accordance with FASB ASC Topic 718. Amounts in the Less Grant Date Fair Value of Stock Awards column are the totals from the Stock Awards column set forth in the Summary Compensation Table for the applicable year.
(4)Assumes $100 was invested in the Company for the period starting December 29, 2023, through the end of the listed year. Historical stock performance is not necessarily indicative of future stock performance.

Year

Summary

Compensation

Table Total for PEO

($)

Less Grant Date

Fair Value of Stock

Awards for PEO

($)

Equity Award

Adjustments for

PEO(1)

($)

Compensation

Actually Paid to

PEO

($)

2025

3,344,728

2,400,598

1,677,451

2,621,581

2024

881,220

39,138

(90,198)

751,884

Year

Average Summary

Compensation

Table Total for

Non-PEO NEOs

($)

Less Average

Grant Date

Fair Value of

Stock Awards for

Non-PEO NEOs

($)

Equity Award

Adjustments for

Non-PEO NEOs(1)

($)

Average

Compensation

Actually Paid to

Non-PEO NEOs

($)

2025

1,291,164

779,412

544,580

1,056,332

2024

437,972

21,383 

(17,058)

399,531

(1)The amounts in Equity Award Adjustments column in the tables above include the addition (or subtraction, as applicable) of the following: (1) 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; (2) 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; (3) for awards that are granted and vest in same applicable year, the fair value as of the vesting date; (4) 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; (5) for awards granted in prior years that are determined to fail to meet the applicable vesting conditions during the applicable year, a deduction for the amount equal to the fair value at the end of the prior fiscal year. During the periods presented, we did not sponsor a pension plan, pay dividends or have any other earnings paid on equity awards prior to the applicable vesting date. The amounts deducted or added in calculating the equity award adjustments are set forth in the following tables:

Year

Year-End

Fair Value

of Equity

Awards

Granted

During

Year That

Remained

Unvested

as of Last

Day of

Year for

PEO

($)

Change in

Fair Value

from Last

Day of

Prior Year

to Last

Day of

Year of

Unvested

Equity

Awards for

PEO

($)

Vesting-

Date Fair

Value of

Equity

Awards

Granted

During

Year that

Vested

During

Year for

PEO

($)

Change in

Fair Value

from Last

Day of

Prior Year

to Vesting

Date of

Unvested

Equity

Awards

that

Vested

During

Year for

PEO

($)

Fair Value

at Last

Day of

Prior Year

of Equity

Awards

Forfeited

During

Year for

PEO

($)

Total Equity

Award

Adjustments

for PEO

($)

2025

1,652,699

24,752

1,677,451

2024

11,708

(60,221)

(41,685)

(90,198)

Year

Average

Year-End

Fair Value

of Equity

Awards

Granted

During

Year That

Remained

Unvested

as of Last

Day of

Year for

Non-PEO

NEOs

($)

Average

Change in

Fair Value

from Last

Day of

Prior Year

to Last

Day of

Year of

Unvested

Equity

Awards for

Non-PEO

NEOs

($)

Average

Vesting-

Date Fair

Value of

Equity

Awards

Granted

During

Year that

Vested

During

Year for

Non-PEO

NEOs

($)

Average

Change in

Fair Value

from Last

Day of

Prior Year

to Vesting

Date of

Unvested

Equity

Awards

that

Vested

During

Year for

Non-PEO

NEOs

($)

Average

Fair Value

at Last

Day of

Prior Year

of Equity

Awards

Forfeited

During

Year for

Non-PEO

NEOs

($)

Total Equity

Award

Adjustments

for Non-PEO

NEOs

($)

2025

535,722

8,858

544,580 

2024

6,397

(13,236)

(10,219)

(17,058)

 
Named Executive Officers, Footnote
(1)Greg Duncan was our PEO for each year presented. The individuals comprising the Non-PEO NEOs for each year presented were R. Michael Gendreau and Angela Walsh.
 
PEO Total Compensation Amount $ 3,344,728 $ 881,220
PEO Actually Paid Compensation Amount $ 2,621,581 751,884
Adjustment To PEO Compensation, Footnote

Year

Summary

Compensation

Table Total for PEO

($)

Less Grant Date

Fair Value of Stock

Awards for PEO

($)

Equity Award

Adjustments for

PEO(1)

($)

Compensation

Actually Paid to

PEO

($)

2025

3,344,728

2,400,598

1,677,451

2,621,581

2024

881,220

39,138

(90,198)

751,884

Year

Year-End

Fair Value

of Equity

Awards

Granted

During

Year That

Remained

Unvested

as of Last

Day of

Year for

PEO

($)

Change in

Fair Value

from Last

Day of

Prior Year

to Last

Day of

Year of

Unvested

Equity

Awards for

PEO

($)

Vesting-

Date Fair

Value of

Equity

Awards

Granted

During

Year that

Vested

During

Year for

PEO

($)

Change in

Fair Value

from Last

Day of

Prior Year

to Vesting

Date of

Unvested

Equity

Awards

that

Vested

During

Year for

PEO

($)

Fair Value

at Last

Day of

Prior Year

of Equity

Awards

Forfeited

During

Year for

PEO

($)

Total Equity

Award

Adjustments

for PEO

($)

2025

1,652,699

24,752

1,677,451

2024

11,708

(60,221)

(41,685)

(90,198)

 
Non-PEO NEO Average Total Compensation Amount $ 1,291,164 437,972
Non-PEO NEO Average Compensation Actually Paid Amount $ 1,056,332 399,531
Adjustment to Non-PEO NEO Compensation Footnote

Year

Average Summary

Compensation

Table Total for

Non-PEO NEOs

($)

Less Average

Grant Date

Fair Value of

Stock Awards for

Non-PEO NEOs

($)

Equity Award

Adjustments for

Non-PEO NEOs(1)

($)

Average

Compensation

Actually Paid to

Non-PEO NEOs

($)

2025

1,291,164

779,412

544,580

1,056,332

2024

437,972

21,383 

(17,058)

399,531

Year

Average

Year-End

Fair Value

of Equity

Awards

Granted

During

Year That

Remained

Unvested

as of Last

Day of

Year for

Non-PEO

NEOs

($)

Average

Change in

Fair Value

from Last

Day of

Prior Year

to Last

Day of

Year of

Unvested

Equity

Awards for

Non-PEO

NEOs

($)

Average

Vesting-

Date Fair

Value of

Equity

Awards

Granted

During

Year that

Vested

During

Year for

Non-PEO

NEOs

($)

Average

Change in

Fair Value

from Last

Day of

Prior Year

to Vesting

Date of

Unvested

Equity

Awards

that

Vested

During

Year for

Non-PEO

NEOs

($)

Average

Fair Value

at Last

Day of

Prior Year

of Equity

Awards

Forfeited

During

Year for

Non-PEO

NEOs

($)

Total Equity

Award

Adjustments

for Non-PEO

NEOs

($)

2025

535,722

8,858

544,580 

2024

6,397

(13,236)

(10,219)

(17,058)

 
Compensation Actually Paid vs. Total Shareholder Return

Relationship Between PEO and Non-PEO NEO Compensation Actually Paid (“CAP”) and Total Shareholder Return (“TSR”)

The following chart sets forth the relationship between Compensation Actually Paid to our PEO, the average of Compensation Actually Paid to our Non-PEO NEOs and the cumulative TSR over the two most recently completed fiscal years for the Company.

Graphic

 
Compensation Actually Paid vs. Net Income

Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Net Loss

The following chart sets forth the relationship between Compensation Actually Paid to our PEO, the average of Compensation Actually Paid to our Non-PEO NEOs, and our net loss during the two most recently completed fiscal years.

Graphic

 
Total Shareholder Return Amount $ 17.32 28.94
Net Income (Loss) $ (34,257,370) (12,349,724)
PEO Name Greg Duncan  
Equity Awards Adjustments, Footnote

(1)The amounts in Equity Award Adjustments column in the tables above include the addition (or subtraction, as applicable) of the following: (1) 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; (2) 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; (3) for awards that are granted and vest in same applicable year, the fair value as of the vesting date; (4) 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; (5) for awards granted in prior years that are determined to fail to meet the applicable vesting conditions during the applicable year, a deduction for the amount equal to the fair value at the end of the prior fiscal year. During the periods presented, we did not sponsor a pension plan, pay dividends or have any other earnings paid on equity awards prior to the applicable vesting date. The amounts deducted or added in calculating the equity award adjustments are set forth in the following tables:

Year

Year-End

Fair Value

of Equity

Awards

Granted

During

Year That

Remained

Unvested

as of Last

Day of

Year for

PEO

($)

Change in

Fair Value

from Last

Day of

Prior Year

to Last

Day of

Year of

Unvested

Equity

Awards for

PEO

($)

Vesting-

Date Fair

Value of

Equity

Awards

Granted

During

Year that

Vested

During

Year for

PEO

($)

Change in

Fair Value

from Last

Day of

Prior Year

to Vesting

Date of

Unvested

Equity

Awards

that

Vested

During

Year for

PEO

($)

Fair Value

at Last

Day of

Prior Year

of Equity

Awards

Forfeited

During

Year for

PEO

($)

Total Equity

Award

Adjustments

for PEO

($)

2025

1,652,699

24,752

1,677,451

2024

11,708

(60,221)

(41,685)

(90,198)

Year

Average

Year-End

Fair Value

of Equity

Awards

Granted

During

Year That

Remained

Unvested

as of Last

Day of

Year for

Non-PEO

NEOs

($)

Average

Change in

Fair Value

from Last

Day of

Prior Year

to Last

Day of

Year of

Unvested

Equity

Awards for

Non-PEO

NEOs

($)

Average

Vesting-

Date Fair

Value of

Equity

Awards

Granted

During

Year that

Vested

During

Year for

Non-PEO

NEOs

($)

Average

Change in

Fair Value

from Last

Day of

Prior Year

to Vesting

Date of

Unvested

Equity

Awards

that

Vested

During

Year for

Non-PEO

NEOs

($)

Average

Fair Value

at Last

Day of

Prior Year

of Equity

Awards

Forfeited

During

Year for

Non-PEO

NEOs

($)

Total Equity

Award

Adjustments

for Non-PEO

NEOs

($)

2025

535,722

8,858

544,580 

2024

6,397

(13,236)

(10,219)

(17,058)

 
PEO | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table    
Pay vs Performance Disclosure    
Adjustment to Compensation, Amount $ (2,400,598) (39,138)
PEO | Equity Awards Adjustments, Excluding Value Reported in Compensation Table    
Pay vs Performance Disclosure    
Adjustment to Compensation, Amount 1,677,451 (90,198)
PEO | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested    
Pay vs Performance Disclosure    
Adjustment to Compensation, Amount 1,652,699 11,708
PEO | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested    
Pay vs Performance Disclosure    
Adjustment to Compensation, Amount   (60,221)
PEO | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year    
Pay vs Performance Disclosure    
Adjustment to Compensation, Amount 24,752 (41,685)
Non-PEO NEO | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table    
Pay vs Performance Disclosure    
Adjustment to Compensation, Amount (779,412) (21,383)
Non-PEO NEO | Equity Awards Adjustments, Excluding Value Reported in Compensation Table    
Pay vs Performance Disclosure    
Adjustment to Compensation, Amount 544,580 (17,058)
Non-PEO NEO | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested    
Pay vs Performance Disclosure    
Adjustment to Compensation, Amount 535,722 6,397
Non-PEO NEO | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested    
Pay vs Performance Disclosure    
Adjustment to Compensation, Amount   (13,236)
Non-PEO NEO | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year    
Pay vs Performance Disclosure    
Adjustment to Compensation, Amount $ 8,858 $ (10,219)