XML 16 R2.htm IDEA: XBRL DOCUMENT v3.24.1.u1
Pay vs Performance Disclosure - USD ($)
 12 Months Ended
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2021
Pay vs Performance Disclosure      
Pay vs Performance Disclosure, Table
Pay Versus Performance
Year
Summary
Compensation Table
Total for PEO (1) (3)
Compensation
Actually Paid
to PEO (1) (2) (5)
Average Summary
Compensation Table
Total for Non-PEO
Named Executive
Officers (1) (2)(4)
Average
Compensation
Actually Paid to
Non-PEO Named
Executive
Officers (1) (2) (6)
Value of Initial Fixed
$100
Investment Based On
Total
Shareholder Return (7)
Net Income (Loss) (8)
(a)(b)(c)(d)(e)(f)(h)
2023$2,520,314 $2,154,023 $1,109,506 $952,501 $23.21 $(47,678,000)
2022$1,472,198 $(188,099)$770,916 $266,160 $20.09 $(36,407,000)
2021$1,914,402 $(2,082,129)$900,633 $(133,040)$43.97 $(25,650,000)
    
Named Executive Officers, Footnote For each of the three years presented in the above table, Gerard Michel was our Principal Executive Officer (“PEO”). Our Non-PEO Named Executive Officers (“Non-PEO NEOs”) were John Purpura, M.S. and Johnny John in 2021 and 2022 and John Purpura, M.S. and Kevin Muir in 2023.    
PEO Total Compensation Amount $ 2,520,314 $ 1,472,198 $ 1,914,402
PEO Actually Paid Compensation Amount $ 2,154,023 (188,099) (2,082,129)
Adjustment To PEO Compensation, Footnote For purposes of this table, the compensation actually paid (“Compensation Actually Paid”) to our PEO has been computed in accordance with Item 402(v) of Regulation S-K under the Exchange Act and does not reflect the actual amount of compensation earned by or paid to our PEO during 2023. The dollar amounts reported in column (c) for 2023 represent total compensation as reflected in the above Summary Compensation Table for 2023, adjusted as follows:
PEO
2023
Summary Compensation Table Totals for PEO$2,520,314 
Additions (Subtractions) for Equity Awards
Fair Value at Year-End of Outstanding and Unvested Equity Awards Granted in the Covered Year(1,792,348)
Year over Year Change in Fair Value of Outstanding and Unvested Equity Awards Granted in Prior Years846,622 
Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Covered Year7,167 
Year over Year Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Covered Year326,952 
Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year245,316 
Value of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value or Total Compensation— 
Compensation Actually Paid to PEO$2,154,023 
    
Non-PEO NEO Average Total Compensation Amount $ 1,109,506 770,916 900,633
Non-PEO NEO Average Compensation Actually Paid Amount $ 952,501 266,160 (133,040)
Adjustment to Non-PEO NEO Compensation Footnote The following adjustments were made to average total compensation for the Non-PEO NEOs as a group for each year to determine the Compensation Actually Paid, using the same methodology described above in Note 5:
Other non-PEO NEOs
(Average)
2023
Summary Compensation Table Totals for Non-PEO NEOs$1,109,506 
Additions (Subtractions) for Equity Awards
Average Fair Value at Year-End of Outstanding and Unvested Equity Awards Granted in the Covered Year(642,702)
Average Year over Year Change in Fair Value of Outstanding and Unvested Equity Awards Granted in Prior Years304,334 
Average Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Covered Year2,594 
Average Year over Year Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Covered Year118,207 
Average Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year60,562 
Average Value of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value or Total Compensation— 
Compensation Actually Paid to non-PEO NEOs$952,501 
    
Compensation Actually Paid vs. Total Shareholder Return
The following graph 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.
3135
    
Compensation Actually Paid vs. Net Income
Compensation Actually Paid and Net Income (Loss)
Because the Company did not commercially launch the HEPZATO KIT during 2023 and the Company incurred expenses related to completing the FOCUS clinical trial and preparing for commercialization, we have incurred net losses during the periods presented. Consequently, we have not looked to our net loss as a performance measure for our executive compensation program. Moreover, with no revenue in the United States, we do not believe there is any meaningful relationship between our net loss and Compensation Actually Paid to our NEOs during the periods presented. For 2021, 2022 and 2023, our net loss and the Compensation Actually Paid for both our PEO and non-PEO NEOs increased during each such annual fiscal period. 		   
Total Shareholder Return Amount $ 23.21 20.09 43.97
Net Income (Loss) $ (47,678,000) $ (36,407,000) $ (25,650,000)
PEO Name Gerard Michel    
Additional 402(v) Disclosure We are a smaller reporting company pursuant to Rule 405 of the Securities Act and as such, we are only required to include information for the past three fiscal years in the table. The dollar amounts reported in column (b) are the amounts of total compensation reported for our PEO for each corresponding year in the “Total” column of the Summary Compensation Table above and in the Summary Compensation Table as disclosed in our proxy statement filed with the Commission on May 1, 2023.
(4)The dollar amounts reported in column (d) represent the average of the amounts reported for the Non-PEO NEOs as a group for each corresponding year in the “Total” column of the Summary Compensation Table above and in the Summary Compensation Table as disclosed in our proxy statement filed with the Commission on May 1, 2023.
Cumulative Total Shareholder Return (“TSR”) represents the return on a fixed investment of $100 in our Common Stock for the period beginning on the last trading day of 2020 through the last trading day of the applicable fiscal year.The dollar amounts reported represent the amount of net loss reflected in the Company’s audited financial statements for 2023. 		   
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 $ (1,792,348)    
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 846,622    
PEO | Vesting Date Fair Value of Equity Awards Granted and Vested in Covered Year      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount 7,167    
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 326,952    
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 245,316    
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 | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount (642,702)    
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 304,334    
Non-PEO NEO | Vesting Date Fair Value of Equity Awards Granted and Vested in Covered Year      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount 2,594    
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 118,207    
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 60,562    
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