v3.26.3
Pay vs Performance Disclosure - USD ($)
 12 Months Ended
Dec. 31, 2025
Dec. 31, 2024
Dec. 31, 2023
Pay vs Performance Disclosure      
Pay vs Performance Disclosure, Table
PAY VERSUS PERFORMANCE DISCLOSURE
In accordance with rules adopted by the Securities and Exchange Commission pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, we provide the following disclosure regarding executive compensation for our principal executive officer (“PEO”) and Non-PEO NEOs and Company performance for the fiscal years listed below. The Compensation Committee did not consider the pay versus performance disclosure below in making its pay decisions for any of the years shown.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
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 Income
(Loss)
($ Millions) 5
2025
 
 
1,147,359
 
 
937,854
 
 
584,941
 
 
535,382
 
 
73.52
 
 
(17)
2024
 
 
1,691,174
 
 
1,677,644
 
 
790,613
 
 
788,070
 
 
117.79
 
 
(20)
2023
 
 
1,408,382
 
 
1,313,879
 
 
1,091,623
 
 
940,156
 
 
107.91
 
 
(21)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
1.
Dr. Mazzo was our PEO for each year presented. The individuals comprising the Non-PEO NEOs for each year presented are listed below.
 
 
 
 
 
 
 
2023
 
 
2024
 
 
2025
David Slack
 
 
Kristen Buck
 
 
Kristen Buck
Kristen Buck
 
 
James Nisco
 
 
James Nisco
 
 
 
 
 
 
 
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 Exclusion of Stock Awards and Option Awards column are the totals from the Stock Awards and Option Awards columns set forth in the Summary Compensation Table.
 
 
 
 
 
 
 
 
 
 
 
 
 
Year
 
 
Summary
Compensation
Table Total
for PEO
($)
 
 
Exclusion of Stock
Awards and Option
Awards for PEO
($)
 
 
Inclusion of Equity
Values for PEO
($)
 
 
Compensation
Actually Paid to
PEO
($)
2025
 
 
1,147,359
 
 
(411,880)
 
 
202,375
 
 
937,854
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Year
 
 
Average Summary
Compensation
Table Total for
Non-PEO NEOs
($)
 
 
Average Exclusion
of Stock Awards
and Option Awards
for Non-PEO
NEOs
($)
 
 
Average Inclusion
of Equity Values
for Non-PEO
NEOs
($)
 
 
Average
Compensation
Actually Paid to
Non-PEO NEOs
($)
2025
 
 
584,941
 
 
(102,020)
 
 
52,461
 
 
535,382
 
 
 
 
 
 
 
 
 
 
 
 
 
The amounts in the Inclusion of Equity Values in the tables above are derived from the amounts 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
($)
 
 
Value of
Dividends or
Other Earnings
Paid on Equity
Awards Not
Otherwise
Included for
PEO
($)
 
 
Total - Inclusion
of Equity Values
for PEO
($)
2025
 
 
146,758
 
 
(93,756)
 
 
100,828
 
 
48,545
 
 
—
 
 
—
 
 
202,375
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
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
($)
 
 
Average Value of
Dividends or
Other Earnings
Paid on Equity
Awards Not
Otherwise
Included for
Non-PEO NEOs
($)
 
 
Total - Average
Inclusion of
Equity Values
for Non-PEO
NEOs
($)
2025
 
 
36,341
 
 
(17,793)
 
 
24,970
 
 
8,943
 
 
0
 
 
0
 
 
52,461
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
4.
Assumes $100 was invested in the Company for the period starting December 31, 2022, through the end of the listed year. Historical stock performance is not necessarily indicative of future stock performance.
5.
The dollar amounts reported in column are the Company’s net income (loss) amounts reflected in the Company’s audited financial statements for the applicable year.
   
Named Executive Officers, Footnote
1.
Dr. Mazzo was our PEO for each year presented. The individuals comprising the Non-PEO NEOs for each year presented are listed below.
 
 
 
 
 
 
 
2023
 
 
2024
 
 
2025
David Slack
 
 
Kristen Buck
 
 
Kristen Buck
Kristen Buck
 
 
James Nisco
 
 
James Nisco
 
 
 
 
 
 
 
    
PEO Total Compensation Amount $ 1,147,359 $ 1,691,174 $ 1,408,382
PEO Actually Paid Compensation Amount $ 937,854 1,677,644 1,313,879
Adjustment To PEO Compensation, Footnote
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 Exclusion of Stock Awards and Option Awards column are the totals from the Stock Awards and Option Awards columns set forth in the Summary Compensation Table.
 
 
 
 
 
 
 
 
 
 
 
 
 
Year
 
 
Summary
Compensation
Table Total
for PEO
($)
 
 
Exclusion of Stock
Awards and Option
Awards for PEO
($)
 
 
Inclusion of Equity
Values for PEO
($)
 
 
Compensation
Actually Paid to
PEO
($)
2025
 
 
1,147,359
 
 
(411,880)
 
 
202,375
 
 
937,854
 
 
 
 
 
 
 
 
 
 
 
 
 
    
Non-PEO NEO Average Total Compensation Amount $ 584,941 790,613 1,091,623
Non-PEO NEO Average Compensation Actually Paid Amount $ 535,382 788,070 940,156
Adjustment to Non-PEO NEO Compensation Footnote
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 Exclusion of Stock Awards and Option Awards column are the totals from the Stock Awards and Option Awards columns set forth in the Summary Compensation Table.
 
 
 
 
 
 
 
 
 
 
 
 
 
Year
 
 
Average Summary
Compensation
Table Total for
Non-PEO NEOs
($)
 
 
Average Exclusion
of Stock Awards
and Option Awards
for Non-PEO
NEOs
($)
 
 
Average Inclusion
of Equity Values
for Non-PEO
NEOs
($)
 
 
Average
Compensation
Actually Paid to
Non-PEO NEOs
($)
2025
 
 
584,941
 
 
(102,020)
 
 
52,461
 
 
535,382
 
 
 
 
 
 
 
 
 
 
 
 
 
    
Compensation Actually Paid vs. Total Shareholder Return
Relationship Between PEO and Non-PEO NEO Compensation Actually Paid 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 Company’s cumulative TSR over the three most recently completed fiscal years.
   
Compensation Actually Paid vs. Net Income
Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Net Income
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 Income (Loss) during the three most recently completed fiscal years.
   
Total Shareholder Return Amount $ 73.52 117.79 107.91
Net Income (Loss) $ (17,000,000) $ (20,000,000) $ (21,000,000)
PEO Name Dr. Mazzo Dr. Mazzo Dr. Mazzo
Additional 402(v) Disclosure
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.
   
Equity Awards Adjustments, Footnote
The amounts in the Inclusion of Equity Values in the tables above are derived from the amounts 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
($)
 
 
Value of
Dividends or
Other Earnings
Paid on Equity
Awards Not
Otherwise
Included for
PEO
($)
 
 
Total - Inclusion
of Equity Values
for PEO
($)
2025
 
 
146,758
 
 
(93,756)
 
 
100,828
 
 
48,545
 
 
—
 
 
—
 
 
202,375
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
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
($)
 
 
Average Value of
Dividends or
Other Earnings
Paid on Equity
Awards Not
Otherwise
Included for
Non-PEO NEOs
($)
 
 
Total - Average
Inclusion of
Equity Values
for Non-PEO
NEOs
($)
2025
 
 
36,341
 
 
(17,793)
 
 
24,970
 
 
8,943
 
 
0
 
 
0
 
 
52,461
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
    
PEO | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount $ (411,880)    
PEO | Equity Awards Adjustments, Excluding Value Reported in Compensation Table      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount 202,375    
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 146,758    
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 (93,756)    
PEO | Vesting Date Fair Value of Equity Awards Granted and Vested in Covered Year      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount 100,828    
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 48,545    
PEO | Prior Year End Fair Value of Equity Awards Granted in Any Prior Year that Fail to Meet Applicable Vesting Conditions During Covered Year      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount 0    
PEO | Dividends or Other Earnings Paid on Equity Awards not Otherwise Reflected in Total Compensation for Covered Year      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount 0    
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 (102,020)    
Non-PEO NEO | Equity Awards Adjustments, Excluding Value Reported in Compensation Table      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount 52,461    
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 36,341    
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 (17,793)    
Non-PEO NEO | Vesting Date Fair Value of Equity Awards Granted and Vested in Covered Year      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount 24,970    
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 8,943    
Non-PEO NEO | Prior Year End Fair Value of Equity Awards Granted in Any Prior Year that Fail to Meet Applicable Vesting Conditions During Covered Year      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount 0    
Non-PEO NEO | Dividends or Other Earnings Paid on Equity Awards not Otherwise Reflected in Total Compensation for Covered Year      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount $ 0