Pay vs Performance Disclosure - USD ($)

1 Months Ended

11 Months Ended

12 Months Ended

Feb. 03, 2025

Dec. 31, 2025

Dec. 31, 2024

Dec. 31, 2023

Pay vs Performance Disclosure

Pay vs Performance Disclosure, Table

Pay for Performance Table

The following table provides a comparison between two measures of compensation for our named executive officers and certain measures of performance. The two compensation measures are the named executive officers’ “total compensation,” as presented in the Summary Compensation Table, and their “compensation actually paid,” a new measure of compensation required by SEC rules. These measures are presented for each person who served as our Chief Executive Officer during the relevant year, individually, and for our other named executive officers, as an average for the group.

While both “total compensation” and “compensation actually paid” measure compensation for the same fiscal year, the two measures are calculated differently. Compensation actually paid is based on total compensation but substitutes different amounts for equity compensation. Compensation actually paid removes from total compensation the grant-date fair value of equity awards granted during the relevant year and replaces it with the net aggregate change in the fair value of equity awards during the relevant year. This net aggregate change in fair value represents the sum of:

•

the year-end fair value of new awards granted during the year that are outstanding and unvested as of the end of the year;

•

the change in the fair value (positive or negative) of unvested awards outstanding during the entire year, measured from the beginning of the year to the end of the year;

•

the vesting-date fair value of new awards that are granted and also vest in the year;

•

the change in the fair value (positive or negative) of unvested awards that are held at the beginning of the year and that also vest during the year, measured from the beginning of the year to the vesting date;

•

the loss in fair value of unvested awards outstanding at the beginning of the year that fail to meet applicable vesting conditions during the year, measured as the loss of the fair value of those awards at the beginning of the year; and

•

the dollar value of any dividends or other earnings paid on awards during the year prior to any vesting date that are not otherwise reflected in total compensation for the year.

The net change in aggregate fair value must also reflect any increase in the fair value of any equity awards that were repriced or otherwise materially modified during the year. No equity awards were repriced or otherwise materially modified during any of the years presented.


Year	Summary Compensation Table Total for PEO ($)		Compensation Actually Paid to PEO ($)				Average Summary Compensation Table Total for NEOs, other than PEO ($)				Average Compensation Actually Paid to NEOs other than PEO ($)				Value of Initial Fixed $100 Investment Based on Total Shareholder Return (1) ($)		Net Loss (in Thousands) ($)
2025		1,826,746		2,074,588	(2	)		310,298	(2	)		337,265	(2	)		110		5,873
2024		335,476		185,215	(2	)		398,199	(2	)		514,427	(2	)		114		4,431
2023		511,283		598,508	(2	)		393,357	(2	)		470,449	(2	)		97		7,314

(1)

Represents the cumulative total shareholder return (on a dividends-reinvested basis) on our common stock from December 30, 2022, the last trading day before the earliest year presented in the table, to the last trading day of the relevant year, calculated on the basis of an investment of $100 in our common stock on December 30, 2022.

(2)

For 2025, represents compensation actually paid to Ajay Amlani, who has served as Chief Executive Officer since February 3, 2025, and the average compensation actually paid to our other named executive officers for 2025, which includes David Traverse who served as Chief Financial Officer throughout 2025 and concurrently as interim Chief Executive Officer from January 1, 2025 through February 3, 2025. Because Mr. Traverse received no additional compensation in connection with his service as interim Chief Executive Officer, his compensation is not separately set forth in the table above. For 2024, represents compensation actually paid to Robert A. Eckel, who served as Chief Executive Officer during 2024, and the average compensation actually paid to our other named executive officers for 2024. The following table provides the adjustments to total compensation that were made in order to calculate compensation actually paid:


Change in Fair Value	Mr. Amlani ($)			Average for NEO's other than Mr. Amlani ($)
Subtract Stock and Option Awards from Summary Compensation Table		(1,715,415	)		(26,943	)
New Grants Unvested at Year-End		1,610,187			26,943
Prior Year Awards Unvested at Year-End		-			11,080
New Grants that Vested in 2025		353,070			-
Prior Year Awards that Vested in 2025		-			15,887
Prior Year Awards that Failed to Vest in 2025		-			-
Current Year Award that Failed to Vest in 2025		-			-
Dividends or Earnings on Awards Before Vesting		-			-
Total Change in Fair Value		247,842			26,967

Specific assumptions used to determine the fair value of options in the table above, using the Black-Scholes valuation model were an expected term of 5.5 to 6.1 years based on the simplified method, volatility of 55% based on an average of historical volatility over the expected term of the stock options, and a risk-free interest rate of 4.4% based on the U.S. Treasury yield curve equal to the expected term of the stock option.

"The following table shows, for the periods presented in the foregoing table, the relationship between, on the one hand, the compensation actually paid to our Principal Executive Officer and the average compensation actually paid to our other named executive officers and, on the other hand, each of:

•

Our cumulative total shareholder return since December 30, 2022, the last trading day before fiscal year 2023; and

•

Our net loss over the last three years.


Year	Compensation Actually Paid to PEO ($)		Average Compensation Actually Paid to NEOs other than PEO ($)		Total Shareholder return since December 30 2022			Net Loss ($)
2025		2,074,588		337,265		10	%		5,873
2024		185,215		514,427		14	%		4,431
2023		598,508		470,449		-3	%		7,314


Metric	2024			2025			Change from 2024 to 2025
Compensation actually paid to PEO	$	185,215		$	2,074,588			1020	%
Average Compensation Actually Paid to NEOs other than PEO	$	514,427		$	337,265			-34	%
Total Shareholder Return since December 30, 2022		14	%		10	%		-4	%
Net Loss (in thousands)	$	4,431		$	5,873			-33	%


Metric	2023			2024			Change from 2023 to 2024
Compensation actually paid to Mr. Eckel	$	598,508		$	185,215			69	%
Average Compensation Actually Paid to NEOs other than Mr. Eckel	$	470,449		$	514,427			9	%
Total Shareholder Return since December 30, 2022		-47	%		14	%		61	%
Net Loss (in thousands)	$	7,314		$	4,431			39	%

Named Executive Officers, Footnote

PEO Total Compensation Amount

$ 1,826,746

$ 335,476

$ 511,283

PEO Actually Paid Compensation Amount

$ 2,074,588

185,215

598,508

Adjustment To PEO Compensation, Footnote


Change in Fair Value	Mr. Amlani ($)			Average for NEO's other than Mr. Amlani ($)
Subtract Stock and Option Awards from Summary Compensation Table		(1,715,415	)		(26,943	)
New Grants Unvested at Year-End		1,610,187			26,943
Prior Year Awards Unvested at Year-End		-			11,080
New Grants that Vested in 2025		353,070			-
Prior Year Awards that Vested in 2025		-			15,887
Prior Year Awards that Failed to Vest in 2025		-			-
Current Year Award that Failed to Vest in 2025		-			-
Dividends or Earnings on Awards Before Vesting		-			-
Total Change in Fair Value		247,842			26,967

•

Our cumulative total shareholder return since December 30, 2022, the last trading day before fiscal year 2023; and

•

Our net loss over the last three years.


Year	Compensation Actually Paid to PEO ($)		Average Compensation Actually Paid to NEOs other than PEO ($)		Total Shareholder return since December 30 2022			Net Loss ($)
2025		2,074,588		337,265		10	%		5,873
2024		185,215		514,427		14	%		4,431
2023		598,508		470,449		-3	%		7,314


Metric	2024			2025			Change from 2024 to 2025
Compensation actually paid to PEO	$	185,215		$	2,074,588			1020	%
Average Compensation Actually Paid to NEOs other than PEO	$	514,427		$	337,265			-34	%
Total Shareholder Return since December 30, 2022		14	%		10	%		-4	%
Net Loss (in thousands)	$	4,431		$	5,873			-33	%


Metric	2023			2024			Change from 2023 to 2024
Compensation actually paid to Mr. Eckel	$	598,508		$	185,215			69	%
Average Compensation Actually Paid to NEOs other than Mr. Eckel	$	470,449		$	514,427			9	%
Total Shareholder Return since December 30, 2022		-47	%		14	%		61	%
Net Loss (in thousands)	$	7,314		$	4,431			39	%

Non-PEO NEO Average Total Compensation Amount

$ 310,298

398,199

393,357

Non-PEO NEO Average Compensation Actually Paid Amount

$ 337,265

514,427

470,449

Adjustment to Non-PEO NEO Compensation Footnote


Change in Fair Value	Mr. Amlani ($)			Average for NEO's other than Mr. Amlani ($)
Subtract Stock and Option Awards from Summary Compensation Table		(1,715,415	)		(26,943	)
New Grants Unvested at Year-End		1,610,187			26,943
Prior Year Awards Unvested at Year-End		-			11,080
New Grants that Vested in 2025		353,070			-
Prior Year Awards that Vested in 2025		-			15,887
Prior Year Awards that Failed to Vest in 2025		-			-
Current Year Award that Failed to Vest in 2025		-			-
Dividends or Earnings on Awards Before Vesting		-			-
Total Change in Fair Value		247,842			26,967

•

Our cumulative total shareholder return since December 30, 2022, the last trading day before fiscal year 2023; and

•

Our net loss over the last three years.


Year	Compensation Actually Paid to PEO ($)		Average Compensation Actually Paid to NEOs other than PEO ($)		Total Shareholder return since December 30 2022			Net Loss ($)
2025		2,074,588		337,265		10	%		5,873
2024		185,215		514,427		14	%		4,431
2023		598,508		470,449		-3	%		7,314


Metric	2024			2025			Change from 2024 to 2025
Compensation actually paid to PEO	$	185,215		$	2,074,588			1020	%
Average Compensation Actually Paid to NEOs other than PEO	$	514,427		$	337,265			-34	%
Total Shareholder Return since December 30, 2022		14	%		10	%		-4	%
Net Loss (in thousands)	$	4,431		$	5,873			-33	%


Metric	2023			2024			Change from 2023 to 2024
Compensation actually paid to Mr. Eckel	$	598,508		$	185,215			69	%
Average Compensation Actually Paid to NEOs other than Mr. Eckel	$	470,449		$	514,427			9	%
Total Shareholder Return since December 30, 2022		-47	%		14	%		61	%
Net Loss (in thousands)	$	7,314		$	4,431			39	%