Pay vs Performance Disclosure - USD ($)
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12 Months Ended |
Dec. 31, 2024 |
Dec. 31, 2023 |
Dec. 31, 2022 |
| Pay vs Performance Disclosure [Table] |
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| Pay vs Performance Disclosure, Table |
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PAY
VERSUS PERFORMANCE DISCLOSURE
In
accordance with rules adopted by the Securities and Exchange Commission pursuant to the Dodd-Frank Wall Street Reform and Consumer
Protection Act of 2010, we provide the following disclosure regarding executive compensation for our principal executive officer
(“PEO”) and Non-PEO named executive officers (“NEOs”) and Company performance for the fiscal years listed
below.
| Year |
Summary
Compensation Table Total for PEO1;
($) |
Compensation
Actually Paid to PEO1,2,3
($) |
Average
Summary Compensation Table Total for Non-PEO NEOs1
($) |
Average
Compensation Actually Paid to Non-PEO NEOs1,2,3
($) |
Value
of Initial Fixed $100 Investment based on: TSR ($) |
Net
Income
($ Millions) |
| 2024 |
1,809,077 |
1,055,851 |
886,722 |
658,787 |
0.01 |
(130) |
| 2023 |
2,050,065 |
647,036 |
928,503 |
652,376 |
0.56 |
(117) |
| 2022 |
4,580,167 |
(711,460) |
1,368,768 |
246,593 |
3.41 |
(110) |
| 1. |
|
Seth Lederman was
our PEO for each year presented. The individuals comprising the Non-PEO NEOs for each year presented are listed below. |
| 2022
- 2024 |
| Gregory
Sullivan |
| Bradley
Saenger |
| Jessica
Morris |
| 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. The Compensation Committee did not consider the pay versus performance disclosure below
in making its pay decisions for any of the years shown. |
| 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 Option Awards column are the totals from the Option Awards
column set forth in the Summary Compensation Table. |
| Year |
Summary
Compensation Table Total for Seth Lederman
($) |
Exclusion
of Option Awards for Seth Lederman
($) |
Inclusion
of Equity Values for Seth Lederman
($) |
Compensation
Actually Paid to Seth Lederman
($) |
| 2024 |
1,809,077 |
(717,111) |
(36,115) |
1,055,851 |
| 2023 |
2,050,065 |
(1,375,065) |
(27,964) |
647,036 |
| 2022 |
4,580,167 |
(3,550,167) |
(1,741,460) |
(711,460) |
| Year |
Average
Summary Compensation Table Total for Non-PEO NEOs
($) |
Average
Exclusion of Option Awards for Non-PEO NEOs
($) |
Average
Inclusion of Equity Values for Non-PEO NEOs
($) |
Average
Compensation Actually Paid to Non-PEO NEOs
($) |
| 2024 |
886,722 |
(214,778) |
(13,157) |
658,787 |
| 2023 |
928,503 |
(276,250) |
123
|
652,376
|
| 2022 |
1,368,768 |
(769,203) |
(352,972) |
246,593 |
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 Seth Lederman
($) |
Change
in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards for Seth Lederman
($) |
Vesting-Date
Fair Value of Equity Awards Granted During Year that Vested During Year for Seth Lederman
($) |
Change
in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year for Seth Lederman
($) |
Fair
Value at Last Day of Prior Year of Equity Awards Forfeited During Year for Seth Lederman
($) |
Total
- Inclusion of
Equity Values for Seth Lederman
($) |
| 2024 |
18,433 |
(42,296) |
12,141 |
(24,392) |
0 |
(36,115) |
| 2023 |
75,500 |
(144,067) |
0 |
40,603 |
0 |
(27,964) |
| 2022 |
180,667 |
(871,947) |
0 |
(1,050,180) |
0 |
(1,741,460) |
| 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
($) |
Total
- Average Inclusion of
Equity Values for Non-PEO NEOs
($) |
| 2024 |
5,531 |
(11,544) |
0 |
(7,145) |
0 |
(13,157) |
| 2023 |
22,560 |
(31,186) |
0 |
8,749 |
0 |
123 |
| 2022 |
38,654 |
(177,362) |
0 |
(214,264) |
0 |
(352,972) |
|
|
|
| PEO Total Compensation Amount |
[1] |
$ 1,809,077
|
$ 2,050,065
|
$ 4,580,167
|
| PEO Actually Paid Compensation Amount |
[1],[2],[3] |
$ 1,055,851
|
647,036
|
(711,460)
|
| Adjustment To PEO Compensation, Footnote [Text Block] |
|
| Year |
Summary
Compensation Table Total for Seth Lederman
($) |
Exclusion
of Option Awards for Seth Lederman
($) |
Inclusion
of Equity Values for Seth Lederman
($) |
Compensation
Actually Paid to Seth Lederman
($) |
| 2024 |
1,809,077 |
(717,111) |
(36,115) |
1,055,851 |
| 2023 |
2,050,065 |
(1,375,065) |
(27,964) |
647,036 |
| 2022 |
4,580,167 |
(3,550,167) |
(1,741,460) |
(711,460) |
| Year |
Year-End
Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for Seth Lederman
($) |
Change
in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards for Seth Lederman
($) |
Vesting-Date
Fair Value of Equity Awards Granted During Year that Vested During Year for Seth Lederman
($) |
Change
in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year for Seth Lederman
($) |
Fair
Value at Last Day of Prior Year of Equity Awards Forfeited During Year for Seth Lederman
($) |
Total
- Inclusion of
Equity Values for Seth Lederman
($) |
| 2024 |
18,433 |
(42,296) |
12,141 |
(24,392) |
0 |
(36,115) |
| 2023 |
75,500 |
(144,067) |
0 |
40,603 |
0 |
(27,964) |
| 2022 |
180,667 |
(871,947) |
0 |
(1,050,180) |
0 |
(1,741,460) |
|
|
|
| Non-PEO NEO Average Total Compensation Amount |
[1] |
$ 886,722
|
928,503
|
1,368,768
|
| Non-PEO NEO Average Compensation Actually Paid Amount |
[1],[2],[3] |
$ 658,787
|
652,376
|
246,593
|
| Adjustment to Non-PEO NEO Compensation Footnote [Text Block] |
|
| Year |
Average
Summary Compensation Table Total for Non-PEO NEOs
($) |
Average
Exclusion of Option Awards for Non-PEO NEOs
($) |
Average
Inclusion of Equity Values for Non-PEO NEOs
($) |
Average
Compensation Actually Paid to Non-PEO NEOs
($) |
| 2024 |
886,722 |
(214,778) |
(13,157) |
658,787 |
| 2023 |
928,503 |
(276,250) |
123
|
652,376
|
| 2022 |
1,368,768 |
(769,203) |
(352,972) |
246,593 |
| 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
($) |
Total
- Average Inclusion of
Equity Values for Non-PEO NEOs
($) |
| 2024 |
5,531 |
(11,544) |
0 |
(7,145) |
0 |
(13,157) |
| 2023 |
22,560 |
(31,186) |
0 |
8,749 |
0 |
123 |
| 2022 |
38,654 |
(177,362) |
0 |
(214,264) |
0 |
(352,972) |
|
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| Compensation Actually Paid vs. Total Shareholder Return |
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Relationship
Between PEO and Non-PEO NEO Compensation Actually Paid and Company 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.
|
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|
| Compensation Actually Paid vs. Net Income |
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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 during the three most recently completed fiscal years.
|
|
|
| Total Shareholder Return Amount |
|
$ 0.01
|
0.56
|
3.41
|
| Net Income (Loss) Attributable to Parent |
|
$ (130,000,000)
|
$ (117,000,000)
|
$ (110,000,000)
|
| PEO Name |
|
Seth Lederman
|
Seth Lederman
|
Seth Lederman
|
| PEO [Member] | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table [Member] |
|
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|
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| Pay vs Performance Disclosure [Table] |
|
|
|
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| Adjustment to Compensation Amount |
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$ (717,111)
|
$ (1,375,065)
|
$ (3,550,167)
|
| PEO [Member] | Equity Awards Adjustments, Excluding Value Reported in the Compensation Table [Member] |
|
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| Pay vs Performance Disclosure [Table] |
|
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| Adjustment to Compensation Amount |
|
(36,115)
|
(27,964)
|
(1,741,460)
|
| PEO [Member] | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested [Member] |
|
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| Pay vs Performance Disclosure [Table] |
|
|
|
|
| Adjustment to Compensation Amount |
|
18,433
|
75,500
|
180,667
|
| PEO [Member] | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested [Member] |
|
|
|
|
| Pay vs Performance Disclosure [Table] |
|
|
|
|
| Adjustment to Compensation Amount |
|
(42,296)
|
(144,067)
|
(871,947)
|
| PEO [Member] | Vesting Date Fair Value of Equity Awards Granted and Vested in Covered Year [Member] |
|
|
|
|
| Pay vs Performance Disclosure [Table] |
|
|
|
|
| Adjustment to Compensation Amount |
|
12,141
|
0
|
0
|
| PEO [Member] | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year [Member] |
|
|
|
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| Pay vs Performance Disclosure [Table] |
|
|
|
|
| Adjustment to Compensation Amount |
|
(24,392)
|
40,603
|
(1,050,180)
|
| PEO [Member] | Prior Year End Fair Value of Equity Awards Granted in Any Prior Year that Fail to Meet Applicable Vesting Conditions During Covered Year [Member] |
|
|
|
|
| Pay vs Performance Disclosure [Table] |
|
|
|
|
| Adjustment to Compensation Amount |
|
0
|
0
|
0
|
| Non-PEO NEO [Member] | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table [Member] |
|
|
|
|
| Pay vs Performance Disclosure [Table] |
|
|
|
|
| Adjustment to Compensation Amount |
|
(214,778)
|
(276,250)
|
(769,203)
|
| Non-PEO NEO [Member] | Equity Awards Adjustments, Excluding Value Reported in the Compensation Table [Member] |
|
|
|
|
| Pay vs Performance Disclosure [Table] |
|
|
|
|
| Adjustment to Compensation Amount |
|
(13,157)
|
123
|
(352,972)
|
| Non-PEO NEO [Member] | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested [Member] |
|
|
|
|
| Pay vs Performance Disclosure [Table] |
|
|
|
|
| Adjustment to Compensation Amount |
|
5,531
|
22,560
|
38,654
|
| Non-PEO NEO [Member] | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested [Member] |
|
|
|
|
| Pay vs Performance Disclosure [Table] |
|
|
|
|
| Adjustment to Compensation Amount |
|
(11,544)
|
(31,186)
|
(177,362)
|
| Non-PEO NEO [Member] | Vesting Date Fair Value of Equity Awards Granted and Vested in Covered Year [Member] |
|
|
|
|
| Pay vs Performance Disclosure [Table] |
|
|
|
|
| Adjustment to Compensation Amount |
|
0
|
0
|
0
|
| Non-PEO NEO [Member] | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year [Member] |
|
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|
|
| Pay vs Performance Disclosure [Table] |
|
|
|
|
| Adjustment to Compensation Amount |
|
(7,145)
|
8,749
|
(214,264)
|
| Non-PEO NEO [Member] | Prior Year End Fair Value of Equity Awards Granted in Any Prior Year that Fail to Meet Applicable Vesting Conditions During Covered Year [Member] |
|
|
|
|
| Pay vs Performance Disclosure [Table] |
|
|
|
|
| Adjustment to Compensation Amount |
|
$ 0
|
$ 0
|
$ 0
|
|
|