Pay vs Performance Disclosure - USD ($)
|
12 Months Ended |
Dec. 31, 2025 |
Dec. 31, 2024 |
| Pay vs Performance Disclosure |
|
|
| Pay vs Performance Disclosure, Table |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year |
|
|
Summary
Compensation
Table Total for
PEO(1)
($)
|
|
|
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 Loss
($)
|
2025 |
|
|
3,344,728 |
|
|
2,621,581 |
|
|
1,291,164 |
|
|
1,056,332 |
|
|
17.32 |
|
|
(34,257,370) |
2024 |
|
|
881,220 |
|
|
751,884 |
|
|
437,972 |
|
|
399,531 |
|
|
28.94 |
|
|
(12,349,724) |
| (1) |
Greg Duncan was our PEO for each year presented. The individuals comprising the Non-PEO NEOs for each year presented were R. Michael Gendreau and Angela Walsh.
|
| (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 Less Grant Date Fair Value of Stock Awards column are the totals from the Stock Awards column set forth in the Summary Compensation Table for the applicable year. |
| (4) |
Assumes $100 was invested in the Company for the period starting December 29, 2023, through the end of the listed year. Historical stock performance is not necessarily indicative of future stock performance. |
|
|
|
|
|
|
|
|
|
|
|
|
|
Year |
|
|
Summary
Compensation
Table Total for PEO
($)
|
|
|
Less Grant Date
Fair Value of Stock
Awards for PEO
($)
|
|
|
Equity Award
Adjustments for
PEO(1)
($)
|
|
|
Compensation
Actually Paid to
PEO
($)
|
2025 |
|
|
3,344,728 |
|
|
2,400,598 |
|
|
1,677,451 |
|
|
2,621,581 |
2024 |
|
|
881,220 |
|
|
39,138 |
|
|
(90,198) |
|
|
751,884 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Year |
|
|
Average Summary
Compensation
Table Total for
Non-PEO NEOs
($)
|
|
|
Less Average
Grant Date
Fair Value of
Stock Awards for
Non-PEO NEOs
($)
|
|
|
Equity Award
Adjustments for
Non-PEO NEOs(1)
($)
|
|
|
Average
Compensation
Actually Paid to
Non-PEO NEOs
($)
|
2025 |
|
|
1,291,164 |
|
|
779,412 |
|
|
544,580 |
|
|
1,056,332 |
2024 |
|
|
437,972 |
|
|
21,383 |
|
|
(17,058) |
|
|
399,531 |
|
|
|
|
|
|
|
|
|
|
|
|
|
| (1) |
The amounts in Equity Award Adjustments column in the tables above include the addition (or subtraction, as applicable) of the following: (1) the year-end fair value of any equity awards granted in the applicable year that are outstanding and unvested as of the end of the year; (2) the amount of change as of the end of the applicable year (from the end of the prior fiscal year) in fair value of any awards granted in prior years that are outstanding and unvested as of the end of the applicable year; (3) for awards that are granted and vest in same applicable year, the fair value as of the vesting date; (4) for awards granted in prior years that vest in the applicable year, the amount equal to the change as of the vesting date (from the end of the prior fiscal year) in fair value; (5) for awards granted in prior years that are determined to fail to meet the applicable vesting conditions during the applicable year, a deduction for the amount equal to the fair value at the end of the prior fiscal year. During the periods presented, we did not sponsor a pension plan, pay dividends or have any other earnings paid on equity awards prior to the applicable vesting date. The amounts deducted or added in calculating the equity award adjustments are set forth in the following tables: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year |
|
|
Year-End
Fair Value
of Equity
Awards
Granted
During
Year That
Remained
Unvested
as of Last
Day of
Year for
PEO
($)
|
|
|
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
($)
|
|
|
Fair Value
at Last
Day of
Prior Year
of Equity
Awards
Forfeited
During
Year for
PEO
($)
|
|
|
Total Equity
Award
Adjustments
for PEO
($)
|
2025 |
|
|
1,652,699 |
|
|
— |
|
|
— |
|
|
24,752 |
|
|
— |
|
|
1,677,451 |
2024 |
|
|
11,708 |
|
|
(60,221) |
|
|
— |
|
|
(41,685) |
|
|
— |
|
|
(90,198) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year |
|
|
Average
Year-End
Fair Value
of Equity
Awards
Granted
During
Year That
Remained
Unvested
as of Last
Day of
Year for
Non-PEO
NEOs
($)
|
|
|
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 Equity
Award
Adjustments
for Non-PEO
NEOs
($)
|
2025 |
|
|
535,722 |
|
|
— |
|
|
— |
|
|
8,858 |
|
|
— |
|
|
544,580 |
2024 |
|
|
6,397 |
|
|
(13,236) |
|
|
— |
|
|
(10,219) |
|
|
— |
|
|
(17,058) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Named Executive Officers, Footnote |
| (1) |
Greg Duncan was our PEO for each year presented. The individuals comprising the Non-PEO NEOs for each year presented were R. Michael Gendreau and Angela Walsh.
|
|
|
| PEO Total Compensation Amount |
$ 3,344,728
|
$ 881,220
|
| PEO Actually Paid Compensation Amount |
$ 2,621,581
|
751,884
|
| Adjustment To PEO Compensation, Footnote |
|
|
|
|
|
|
|
|
|
|
|
|
|
Year |
|
|
Summary
Compensation
Table Total for PEO
($)
|
|
|
Less Grant Date
Fair Value of Stock
Awards for PEO
($)
|
|
|
Equity Award
Adjustments for
PEO(1)
($)
|
|
|
Compensation
Actually Paid to
PEO
($)
|
2025 |
|
|
3,344,728 |
|
|
2,400,598 |
|
|
1,677,451 |
|
|
2,621,581 |
2024 |
|
|
881,220 |
|
|
39,138 |
|
|
(90,198) |
|
|
751,884 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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
($)
|
|
|
Total Equity
Award
Adjustments
for PEO
($)
|
2025 |
|
|
1,652,699 |
|
|
— |
|
|
— |
|
|
24,752 |
|
|
— |
|
|
1,677,451 |
2024 |
|
|
11,708 |
|
|
(60,221) |
|
|
— |
|
|
(41,685) |
|
|
— |
|
|
(90,198) |
|
|
| Non-PEO NEO Average Total Compensation Amount |
$ 1,291,164
|
437,972
|
| Non-PEO NEO Average Compensation Actually Paid Amount |
$ 1,056,332
|
399,531
|
| Adjustment to Non-PEO NEO Compensation Footnote |
|
|
|
|
|
|
|
|
|
|
|
|
|
Year |
|
|
Average Summary
Compensation
Table Total for
Non-PEO NEOs
($)
|
|
|
Less Average
Grant Date
Fair Value of
Stock Awards for
Non-PEO NEOs
($)
|
|
|
Equity Award
Adjustments for
Non-PEO NEOs(1)
($)
|
|
|
Average
Compensation
Actually Paid to
Non-PEO NEOs
($)
|
2025 |
|
|
1,291,164 |
|
|
779,412 |
|
|
544,580 |
|
|
1,056,332 |
2024 |
|
|
437,972 |
|
|
21,383 |
|
|
(17,058) |
|
|
399,531 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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
($)
|
|
|
Total Equity
Award
Adjustments
for Non-PEO
NEOs
($)
|
2025 |
|
|
535,722 |
|
|
— |
|
|
— |
|
|
8,858 |
|
|
— |
|
|
544,580 |
2024 |
|
|
6,397 |
|
|
(13,236) |
|
|
— |
|
|
(10,219) |
|
|
— |
|
|
(17,058) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Compensation Actually Paid vs. Total Shareholder Return |
Relationship Between PEO and Non-PEO NEO Compensation Actually Paid (“CAP”) 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 cumulative TSR over the two most recently completed fiscal years for the Company.
|
|
| Compensation Actually Paid vs. Net Income |
Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Net Loss
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 loss during the two most recently completed fiscal years.
|
|
| Total Shareholder Return Amount |
$ 17.32
|
28.94
|
| Net Income (Loss) |
$ (34,257,370)
|
(12,349,724)
|
| PEO Name |
Greg Duncan
|
|
| Equity Awards Adjustments, Footnote |
| (1) |
The amounts in Equity Award Adjustments column in the tables above include the addition (or subtraction, as applicable) of the following: (1) the year-end fair value of any equity awards granted in the applicable year that are outstanding and unvested as of the end of the year; (2) the amount of change as of the end of the applicable year (from the end of the prior fiscal year) in fair value of any awards granted in prior years that are outstanding and unvested as of the end of the applicable year; (3) for awards that are granted and vest in same applicable year, the fair value as of the vesting date; (4) for awards granted in prior years that vest in the applicable year, the amount equal to the change as of the vesting date (from the end of the prior fiscal year) in fair value; (5) for awards granted in prior years that are determined to fail to meet the applicable vesting conditions during the applicable year, a deduction for the amount equal to the fair value at the end of the prior fiscal year. During the periods presented, we did not sponsor a pension plan, pay dividends or have any other earnings paid on equity awards prior to the applicable vesting date. The amounts deducted or added in calculating the equity award adjustments are 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
($)
|
|
|
Total Equity
Award
Adjustments
for PEO
($)
|
2025 |
|
|
1,652,699 |
|
|
— |
|
|
— |
|
|
24,752 |
|
|
— |
|
|
1,677,451 |
2024 |
|
|
11,708 |
|
|
(60,221) |
|
|
— |
|
|
(41,685) |
|
|
— |
|
|
(90,198) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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
($)
|
|
|
Total Equity
Award
Adjustments
for Non-PEO
NEOs
($)
|
2025 |
|
|
535,722 |
|
|
— |
|
|
— |
|
|
8,858 |
|
|
— |
|
|
544,580 |
2024 |
|
|
6,397 |
|
|
(13,236) |
|
|
— |
|
|
(10,219) |
|
|
— |
|
|
(17,058) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| PEO | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table |
|
|
| Pay vs Performance Disclosure |
|
|
| Adjustment to Compensation, Amount |
$ (2,400,598)
|
(39,138)
|
| PEO | Equity Awards Adjustments, Excluding Value Reported in Compensation Table |
|
|
| Pay vs Performance Disclosure |
|
|
| Adjustment to Compensation, Amount |
1,677,451
|
(90,198)
|
| 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 |
1,652,699
|
11,708
|
| 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 |
|
(60,221)
|
| 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 |
24,752
|
(41,685)
|
| 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 |
(779,412)
|
(21,383)
|
| Non-PEO NEO | Equity Awards Adjustments, Excluding Value Reported in Compensation Table |
|
|
| Pay vs Performance Disclosure |
|
|
| Adjustment to Compensation, Amount |
544,580
|
(17,058)
|
| 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 |
535,722
|
6,397
|
| 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 |
|
(13,236)
|
| 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 |
$ 8,858
|
$ (10,219)
|