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

EXECUTIVE COMPENSATION

Overview

This section discusses the material components of our executive compensation program for our Named Executive Officers during our fiscal years ended December 31, 2025 and December 31, 2024. As a "smaller reporting company," we are required to provide executive compensation information for the following individuals: (i) all individuals who served as the Company's principal executive officer ("PEO"), during the last completed fiscal year, regardless of compensation; (ii) the two most highly compensated executive officers (other than the PEO) who were serving as executive officers of the Company at the end of the last completed fiscal year and whose total compensation was greater than $100,000; and (iii) up to two additional persons who served as executive officers (other than as the PEO) during the last completed fiscal year but were not serving in that capacity at the end of the fiscal year if their total compensation is higher than any of the other two Named Executive Officers in the preceding group.

Our Named Executive Officers and their positions during the fiscal year ended December 31, 2025 were as follows:

• Daniel Reis-Faria, our Chief Executive Officer;

• Michael Heinrich, our Executive Chairman;

• Dany Vaiman, our Chief Financial Officer;

• Clifford Starke, our former Chief Executive Officer;

• Sammy Dorf, our former Executive Chairman.

Summary Compensation Table

The following table sets out the compensation for the Named Executive Officers for the years ended December 31, 2025 and 2024:

Name and Principal Position   Fiscal
Year		     Salary
($)(1)		     Bonus
($)(2)		     Common
Shares
Awards
($)(3)		     Stock
Appreciation
Rights
Awards ($)(4)		     Nonequity
Incentive Plan
Compensation
($)		     Nonqualified
Deferred
Compensation
Earnings
($)		     All Other
Compensation
($)(5)		     Total
Compensation
($)		  
Clifford Starke, former Chief Executive Officer   2025     350,000     -     -     38,809     -     -     955,000     1,343,809  
  2024     420,000     36,000     1,170,000     1,094,435     -     -     -     2,720,435  
Sammy Dorf, former Executive Chairman   2025     200,000     -     -     -     -     -     -     411,000  
  2024     20,967     -     325,000     -     -     -     -     345,967  
Dany Vaiman, Chief Financial Officer   2025     299,167     -     -     1,578,191     -     -     75,286     1,952,644  
  2024     275,000     18,000     -     818,998     -     -     23,806     1,135,804  
Daniel Reis-Faria, Chief Executive Officer   2025     168,333     250,000     -     3,134,125     -     -     23,507     3,575,965  
  2024     -     -     -     -     -     -     -     -  
Michael Heinrich, Executive Chairman   2025     168,333     250,000     -     3,134,125     -     -     12,898     3,565,356  
  2024     -     -     -     -     -     -     -     -  

(1) Salary amounts represent actual amount of base salary earned by each Named Executive Officer in the applicable year.

(2) Bonus amounts for 2025 and 2024 represent the actual amount of cash bonuses earned during 2024 and 2025, respectively, under the Company's annual bonus program. All such bonuses have been paid. Refer to "Annual Bonus/Non-Equity Incentive Plan Compensation" below.

(3) Value based on trading price of the Common Shares on the date of the respective grants. These grants include grants of restricted Common Shares. See "Narrative to the Summary Compensation Table - Equity-Based Compensation - Equity Awards to Named Executive Officers during 2025 and 2024." for information regarding these grants.

(4) Represents the aggregate grant date fair value of SARs and stock options granted to each Named Executive Officer, calculated in accordance with the binomial simulation valuation model. The amounts in 2025 for Mr. Vaiman and Mr. Starke include the incremental value caused by the modification of the terms of grants from 2024.

(5) For 2025, Mr. Reis-Faria's amount represents health and dental benefits of $12,000 and vacation accrued but not taken of $11,507. Mr. Heinrich's amount represents vacation accrued but not taken of $12,898.  Mr. Vaiman's amount includes vacation accrued but not taken for a total of $38,604, a relocation allowance of $28,571 as well as health and dental benefits totaling $8,111. Mr. Starke's amount represents severance payments of $895,000 and a relocation allowance of $60,000.

  
Named Executive Officers, Footnote

The following table sets out the compensation for the Named Executive Officers for the years ended December 31, 2025 and 2024:

Name and Principal Position   Fiscal
Year		     Salary
($)(1)		     Bonus
($)(2)		     Common
Shares
Awards
($)(3)		     Stock
Appreciation
Rights
Awards ($)(4)		     Nonequity
Incentive Plan
Compensation
($)		     Nonqualified
Deferred
Compensation
Earnings
($)		     All Other
Compensation
($)(5)		     Total
Compensation
($)		  
Clifford Starke, former Chief Executive Officer   2025     350,000     -     -     38,809     -     -     955,000     1,343,809  
  2024     420,000     36,000     1,170,000     1,094,435     -     -     -     2,720,435  
Sammy Dorf, former Executive Chairman   2025     200,000     -     -     -     -     -     -     411,000  
  2024     20,967     -     325,000     -     -     -     -     345,967  
Dany Vaiman, Chief Financial Officer   2025     299,167     -     -     1,578,191     -     -     75,286     1,952,644  
  2024     275,000     18,000     -     818,998     -     -     23,806     1,135,804  
Daniel Reis-Faria, Chief Executive Officer   2025     168,333     250,000     -     3,134,125     -     -     23,507     3,575,965  
  2024     -     -     -     -     -     -     -     -  
Michael Heinrich, Executive Chairman   2025     168,333     250,000     -     3,134,125     -     -     12,898     3,565,356  
  2024     -     -     -     -     -     -     -     -  

(1) Salary amounts represent actual amount of base salary earned by each Named Executive Officer in the applicable year.

(2) Bonus amounts for 2025 and 2024 represent the actual amount of cash bonuses earned during 2024 and 2025, respectively, under the Company's annual bonus program. All such bonuses have been paid. Refer to "Annual Bonus/Non-Equity Incentive Plan Compensation" below.

(3) Value based on trading price of the Common Shares on the date of the respective grants. These grants include grants of restricted Common Shares. See "Narrative to the Summary Compensation Table - Equity-Based Compensation - Equity Awards to Named Executive Officers during 2025 and 2024." for information regarding these grants.

(4) Represents the aggregate grant date fair value of SARs and stock options granted to each Named Executive Officer, calculated in accordance with the binomial simulation valuation model. The amounts in 2025 for Mr. Vaiman and Mr. Starke include the incremental value caused by the modification of the terms of grants from 2024.

(5) For 2025, Mr. Reis-Faria's amount represents health and dental benefits of $12,000 and vacation accrued but not taken of $11,507. Mr. Heinrich's amount represents vacation accrued but not taken of $12,898.  Mr. Vaiman's amount includes vacation accrued but not taken for a total of $38,604, a relocation allowance of $28,571 as well as health and dental benefits totaling $8,111. Mr. Starke's amount represents severance payments of $895,000 and a relocation allowance of $60,000.

  
PEO Name Daniel Reis-Faria  
Pension Benefits Adjustments, Footnote

For 2024 and 2025 certain Named Executive Officers were eligible to participate in such employee benefit plans and programs to the same extent as the Company's other full-time employees, subject to the terms and eligibility requirements of those plans.

  
Equity Awards Adjustments, Footnote

Daniel Reis-Faria

On December 19, 2025, Mr. Reis-Faria was granted 471,208 stock options at an exercise price of $7.31 per option. The expiration date is ten years from the grant date. The options will vest based on the Company's volume weighted average price ("VWAP") of the Company's Common Shares as follows:

Percentage of options vested At or above the following VWAP on any trading day
20% $10.97
20% $14.62
20% $18.28
20% $21.93
20% $25.59

Michael Heinrich

On December 19, 2025, Mr. Heinrich was granted 471,208 stock options at an exercise price of $7.31 per option. The expiration date is ten years from the grant date. The options will vest based on the Company's VWAP of the Company's Common Shares as follows:

Percentage of options vested At or above the following VWAP on any trading day
20% $10.97
20% $14.62
20% $18.28
20% $21.93
20% $25.59

Dany Vaiman

On December 19, 2025, Mr. Vaiman was granted 235,604 stock options at an exercise price of $7.31 per option. The expiration date is ten years from the grant date. The options will vest based on the Company's VWAP of the Company's Common Shares as follows:

Percentage of options vested At or above the following VWAP on any trading day
20% $10.97
20% $14.62
20% $18.28
20% $21.93
20% $25.59
 
Clifford Starke [Member]    
Pay vs Performance Disclosure    
Non-PEO NEO Average Total Compensation Amount $ 1,343,809 $ 2,720,435
Sammy Dorf [Member]    
Pay vs Performance Disclosure    
Non-PEO NEO Average Total Compensation Amount 411,000 345,967
Dany Vaiman [Member]    
Pay vs Performance Disclosure    
Non-PEO NEO Average Total Compensation Amount 1,952,644 1,135,804
Daniel Reis-Faria [Member]    
Pay vs Performance Disclosure    
Non-PEO NEO Average Total Compensation Amount 3,575,965 0
Michael Heinrich [Member]    
Pay vs Performance Disclosure    
Non-PEO NEO Average Total Compensation Amount $ 3,565,356 $ 0