| (a) Year | (b) Summary Compensation Table (“SCT”) Total For PEO(1) | (c) Compensation Actually Paid to PEO(2) | (d) Average SCT Total for Non-PEO NEOs(3) | (e) Average Compensation Actually Paid to Non-PEO NEOs(4) | (f) Value of Initial Fixed $100 Investment Based on Cumulative Total Shareholder Return (“TSR”)(5) | (h) Net Loss | ||||||||||||||||||
| 2025 | $ | 903,011 | $ | 714,671 | N/A | N/A | $ | 1.85 | $ | (23,739,000 | ) | |||||||||||||
| 2024 | $ | 876,313 | $ | 660,267 | N/A | N/A | $ | 15.39 | $ | (25,653,000 | ) | |||||||||||||
| 2023 | $ | 1,271,913 | $ | 1,198,999 | $ | 379,431 | $ | 356,134 | $ | 94.57 | $ | (18,349,000 | ) | |||||||||||
The dollar amounts reported are the amounts of total compensation reported for Steven A. Shallcross (our Chief Executive Officer and principal executive officer, or PEO) for each corresponding year in the “Total” column of the Summary Compensation Table. Refer to “Executive Compensation — Summary Compensation Table.”
(1) The dollar amounts reported in column (b) are the amounts of total compensation reported for Mr. Shallcross for each corresponding year in the “Total” column of the Summary Compensation Table. Refer to “Executive Compensation—Summary Compensation Table.”
(2) The dollar amounts reported in column (c) represent the amount of “compensation actually paid” to Mr. Shallcross, as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual amount of compensation earned by or paid to Mr. Shallcross during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the adjustments below were made to Mr. Shallcross’ total compensation for each year to determine the compensation actually paid.
(3) The dollar amounts reported represent the average of the amounts reported for the non-PEOs as a group (excluding our PEO) in the “Total” column of the Summary Compensation Table in each applicable year. Frank Tufaro was our only non-PEO (excluding our PEO) included for purposes of calculating the average amounts in 2023. For the years 2025 and 2024, we did not have any named executive officers other than our PEO.
(4) The dollar amounts reported represent the average amount of “compensation actually paid” to the NEOs as a group (excluding our PEO), as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual average amount of compensation earned by or paid to the NEOs as a group (excluding our PEO) during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the adjustments below were made to average total compensation for the NEOs as a group (excluding our PEO) for each year to determine the compensation actually paid, using the same methodology described above in Note (2).
(5) Cumulative TSR is calculated by dividing the sum of the cumulative amount of dividends for the measurement period, assuming dividend reinvestment, and 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.
The amounts deducted or added in calculating the equity award adjustments with regard to our PEO are as follows:
| 2025 | 2024 | 2023 | ||||||||||||
| Total Compensation as reported SCT | $ | 903,011 | $ | 876,313 | $ | 1,271,913 | ||||||||
| Subtract | Pension values reported in SCT for covered fiscal year | $ | $ | $ | ||||||||||
| Subtract | Fair value of equity awards granted during covered fiscal year | $ | (201,940 | ) | $ | $ | (278,450 | ) | ||||||
| Add | Pension value attributable to covered fiscal year’s service and any change in pension value attributable to plan amendments made in the covered year | $ | $ | $ | ||||||||||
| Add | Fair value of equity awards granted in covered fiscal year and that are unvested at end of such covered fiscal year — valued at year-end | $ | 16,245 | $ | $ | 194,139 | ||||||||
| Add | Fair value of equity awards granted in covered fiscal year that vested during such covered fiscal year — valued on date of vesting | $ | 7,292 | $ | $ | |||||||||
| Add | Dividends or other earnings paid on stock or option awards in the covered fiscal year prior to the vesting date that are not otherwise included in the total compensation for the covered fiscal year | $ | $ | $ | ||||||||||
| Add/(Subtract) | Change in fair value from end of prior fiscal year to end of covered fiscal year for awards made in prior fiscal years that were unvested at end of current fiscal year | $ | (4,823 | ) | $ | (161,818 | ) | $ | (16,081 | ) | ||||
| Add/(Subtract) | Change in fair value from end of prior fiscal year to vesting date for awards made in prior fiscal years that vested during covered fiscal year | $ | (5,113 | ) | $ | (54,229 | ) | $ | 27,479 | |||||
| Subtract | Fair value of awards forfeited in current fiscal year determined at end of prior fiscal year | $ | $ | $ | ||||||||||
| Equals | Compensation Actually Paid to PEO | $ | 714,671 | $ | 660,267 | $ | 1,198,999 | |||||||
The amounts deducted or added in calculating the equity award adjustments with regard to our non-PEO NEO are as follows:
| 2023 | ||||||
| Total Compensation as reported SCT | $ | 379,431 | ||||
| Subtract | Pension values reported in SCT for covered fiscal year | $ | ||||
| Subtract | Fair value of equity awards granted during covered fiscal year | $ | ||||
| Add | Pension value attributable to covered fiscal year’s service and any change in pension value attributable to plan amendments made in the covered year | $ | ||||
| Add | Fair value of equity awards granted in covered fiscal year and that are unvested at end of such covered fiscal year — valued at year-end | $ | ||||
| Add | Fair value of equity awards granted in covered fiscal year that vested during such covered fiscal year — valued on date of vesting | $ | ||||
| Add | Dividends or other earnings paid on stock or option awards in the covered fiscal year prior to the vesting date that are not otherwise included in the total compensation for the covered fiscal year | $ | ||||
| Add/(Subtract) | Change in fair value from end of prior fiscal year to end of covered fiscal year for awards made in prior fiscal years that were unvested at end of current fiscal year | $ | ||||
| Add/(Subtract) | Change in fair value from end of prior fiscal year to vesting date for awards made in prior fiscal years that vested during covered fiscal year | $ | 3,389 | |||
| Subtract | Fair value of awards forfeited in current fiscal year determined at end of prior fiscal year | $ | (26,686 | ) | ||
| Equals | Compensation Actually Paid to Non-PEO NEO | $ | 356,134 | |||
The dollar amounts reported are the amounts of total compensation reported for Steven A. Shallcross (our Chief Executive Officer and principal executive officer, or PEO) for each corresponding year in the “Total” column of the Summary Compensation Table. Refer to “Executive Compensation — Summary Compensation Table.”
(1) The dollar amounts reported in column (b) are the amounts of total compensation reported for Mr. Shallcross for each corresponding year in the “Total” column of the Summary Compensation Table. Refer to “Executive Compensation—Summary Compensation Table.”
(2) The dollar amounts reported in column (c) represent the amount of “compensation actually paid” to Mr. Shallcross, as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual amount of compensation earned by or paid to Mr. Shallcross during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the adjustments below were made to Mr. Shallcross’ total compensation for each year to determine the compensation actually paid.
(3) The dollar amounts reported represent the average of the amounts reported for the non-PEOs as a group (excluding our PEO) in the “Total” column of the Summary Compensation Table in each applicable year. Frank Tufaro was our only non-PEO (excluding our PEO) included for purposes of calculating the average amounts in 2023. For the years 2025 and 2024, we did not have any named executive officers other than our PEO.
The amounts deducted or added in calculating the equity award adjustments with regard to our PEO are as follows:
| 2025 | 2024 | 2023 | ||||||||||||
| Total Compensation as reported SCT | $ | 903,011 | $ | 876,313 | $ | 1,271,913 | ||||||||
| Subtract | Pension values reported in SCT for covered fiscal year | $ | $ | $ | ||||||||||
| Subtract | Fair value of equity awards granted during covered fiscal year | $ | (201,940 | ) | $ | $ | (278,450 | ) | ||||||
| Add | Pension value attributable to covered fiscal year’s service and any change in pension value attributable to plan amendments made in the covered year | $ | $ | $ | ||||||||||
| Add | Fair value of equity awards granted in covered fiscal year and that are unvested at end of such covered fiscal year — valued at year-end | $ | 16,245 | $ | $ | 194,139 | ||||||||
| Add | Fair value of equity awards granted in covered fiscal year that vested during such covered fiscal year — valued on date of vesting | $ | 7,292 | $ | $ | |||||||||
| Add | Dividends or other earnings paid on stock or option awards in the covered fiscal year prior to the vesting date that are not otherwise included in the total compensation for the covered fiscal year | $ | $ | $ | ||||||||||
| Add/(Subtract) | Change in fair value from end of prior fiscal year to end of covered fiscal year for awards made in prior fiscal years that were unvested at end of current fiscal year | $ | (4,823 | ) | $ | (161,818 | ) | $ | (16,081 | ) | ||||
| Add/(Subtract) | Change in fair value from end of prior fiscal year to vesting date for awards made in prior fiscal years that vested during covered fiscal year | $ | (5,113 | ) | $ | (54,229 | ) | $ | 27,479 | |||||
| Subtract | Fair value of awards forfeited in current fiscal year determined at end of prior fiscal year | $ | $ | $ | ||||||||||
| Equals | Compensation Actually Paid to PEO | $ | 714,671 | $ | 660,267 | $ | 1,198,999 | |||||||
The amounts deducted or added in calculating the equity award adjustments with regard to our non-PEO NEO are as follows:
| 2023 | ||||||
| Total Compensation as reported SCT | $ | 379,431 | ||||
| Subtract | Pension values reported in SCT for covered fiscal year | $ | ||||
| Subtract | Fair value of equity awards granted during covered fiscal year | $ | ||||
| Add | Pension value attributable to covered fiscal year’s service and any change in pension value attributable to plan amendments made in the covered year | $ | ||||
| Add | Fair value of equity awards granted in covered fiscal year and that are unvested at end of such covered fiscal year — valued at year-end | $ | ||||
| Add | Fair value of equity awards granted in covered fiscal year that vested during such covered fiscal year — valued on date of vesting | $ | ||||
| Add | Dividends or other earnings paid on stock or option awards in the covered fiscal year prior to the vesting date that are not otherwise included in the total compensation for the covered fiscal year | $ | ||||
| Add/(Subtract) | Change in fair value from end of prior fiscal year to end of covered fiscal year for awards made in prior fiscal years that were unvested at end of current fiscal year | $ | ||||
| Add/(Subtract) | Change in fair value from end of prior fiscal year to vesting date for awards made in prior fiscal years that vested during covered fiscal year | $ | 3,389 | |||
| Subtract | Fair value of awards forfeited in current fiscal year determined at end of prior fiscal year | $ | (26,686 | ) | ||
| Equals | Compensation Actually Paid to Non-PEO NEO | $ | 356,134 | |||
