XML 12 R2.htm IDEA: XBRL DOCUMENT

Pay vs Performance Disclosure - USD ($)

12 Months Ended

Dec. 31, 2024

Dec. 31, 2023

Dec. 31, 2022

Dec. 31, 2021

Dec. 31, 2020

Pay vs Performance Disclosure

Pay vs Performance Disclosure, Table

Pay Versus Performance

As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(v) of Regulation S-K, we are providing the following information about the relationship between executive compensation actually paid and certain financial performance of the Company. For further information concerning the Company’s variable pay-for-performance philosophy and how the Company aligns executive compensation with the Company’s performance, refer to “Summary of Executive Compensation.”

Year	Summary Compensation Table Total for PEO 1 (Barbier)1		Compensation Actually Paid to PEO 1 (Barbier)2			Summary Compensation Table Total for PEO 2 (Barry)1		Compensation Actually Paid to PEO 2 (Barry)2		Average Summary Compensation Table Total for Non-PEO NEOs3		Average Compensation Actually Paid to Non-PEO NEOs4			Value of Initial Fixed $100 Investment Based On:		Net Loss (thousands)6
															Total Shareholder Return5
(a)	(b)		(c)			(b)		(c)		(d)		(e)			(f)		(h)
2024	$	3,685,803	$	(1,008,439	)	$	16,729,425	$	1,776,953	$	3,578,450	$	(922,763	)	$	45	$	(24,342	)
2023	$	6,263,038	$	7,562,818		$	-	$	-	$	2,409,975	$	2,362,737		$	433	$	(97,217	)
2022	$	1,114,998	$	361,355		$	-	$	-	$	1,240,460	$	874,752		$	568	$	(76,246	)
2021	$	1,741,120	$	8,938,255		$	-	$	-	$	671,837	$	2,636,522		$	840	$	(32,385	)
2020	$	936,120	$	1,282,944		$	-	$	-	$	298,466	$	444,819		$	131	$	(6,334	)

¹Summary Compensation Table Total for PEOs: The dollar amounts reported in column (b) are the amounts of total compensation reported for our former PEO, Mr. Barbier, and our current PEO, Mr. Barry, for each corresponding year in the “Total” column of the Summary Compensation Table.

²Compensation Actually Paid to PEOs: The dollar amounts reported in column (c) represent the amount of “compensation actually paid” to Mr. Barbier and Mr. Barry, 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. Barbier and Mr. Barry during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to Mr. Barbier’s and Mr. Barry’s total compensation to determine the compensation actually paid:

PEO Total Compensation Amount

$ 16,729,425

$ 0

PEO Actually Paid Compensation Amount

$ 1,776,953

Adjustment To PEO Compensation, Footnote

Year	Reported Summary Compensation Table Total for PEO 1 (Barbier)		Reported Value of Equity Awards(a)			Equity Award Adjustments(b)			Compensation Actually Paid to PEO 1 (Barbier)
2024	$	3,685,803	$	(1,062,145	)	$	(3,632,097	)	$	(1,008,439	)

Year	Reported Summary Compensation Table Total for PEO 2 (Barry)		Reported Value of Equity Awards(a)			Equity Award Adjustments(b)			Compensation Actually Paid to PEO 2 (Barry)
2024	$	16,729,425	$	(16,410,050	)	$	1,457,578		$	1,776,953

(a)

The grant date fair value of equity awards represents the total of any amounts reported in the “Stock Awards” and “Option Awards” columns in the Summary Compensation Table.

(b)

The equity award adjustments include the addition (or subtraction, as applicable) of the following:

(i) the year-end fair value (computed consistent with the methodology used for share-based payments under U.S. GAAP) of any equity awards granted in the applicable year that are outstanding and unvested as of the end of the year;

(ii) 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;

(iii) for awards that are granted and vest in the same applicable year, the fair value as of the vesting date;

(iv) 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; and

(v) 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.

The valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of grant. The amounts deducted or added in calculating the equity award adjustments are as follows:

Year	(i)Year End Fair Value of Outstanding and Unvested Equity Awards Granted in the Year (Barbier)		(ii)Year over Year Change in Fair Value of Outstanding and Unvested Equity Awards Granted in Prior Years			(iii)Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year		(iv)Year over Year Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year			(v)Fair Value at the end of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year		Total Equity Award Adjustments (Barbier)
2024	$	86,521	$	(3,593,300	)	$	162,623	$	(287,941	)	$	-	$	(3,632,097	)

Year	(i)Year End Fair Value of Outstanding and Unvested Equity Awards Granted in the Year (Barry)		(ii)Year over Year Change in Fair Value of Outstanding and Unvested Equity Awards Granted in Prior Years			(iii)Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year		(iv)Year over Year Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year			(v)Fair Value at the end of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year		Total Equity Award Adjustments (Barry)
2024	$	1,308,946	$	7,299		$	-	$	141,333		$	-	$	1,457,578

Non-PEO NEO Average Total Compensation Amount

$ 3,578,450

2,409,975

1,240,460

671,837

298,466

Non-PEO NEO Average Compensation Actually Paid Amount

$ (922,763)

2,362,737

874,752

2,636,522

444,819

Adjustment to Non-PEO NEO Compensation Footnote

³Average Summary Compensation Table Total for Non-PEO NEOs: The dollar amounts reported in column (d) represent the average of the amounts reported for the Company’s NEOs as a group (excluding Mr. Barbier for all years presented and Mr. Barry for 2024) in the “Total” column of the Summary Compensation Table in each applicable year. The names of each of the NEOs (excluding Mr. Barbier and Mr. Barry) included for purposes of calculating the average amounts in each applicable year are as follows: (i) for 2024, Dr. Kupiec and Mr. Schoen (ii) for 2023, Mssrs. Cook and Schoen, and Dr. Kupiec; (iii) for 2022, Mssrs. Cook and Schoen, and Drs. Friedmann and Kupiec; (iv) for 2021, Mr. Schoen and Drs. Friedmann and Kupiec; and (v) for 2020, Mr. Schoen and Dr. Friedmann. Dr. Nadav Friedmann was a Director and our Chief Medical Officer who passed away in December 2022 following a brief journey with cancer.

⁴ Average Compensation Actually Paid to Non-PEO NEOs: The dollar amounts reported in column (e) represent the average amount of “compensation actually paid” to the NEOs as a group (excluding Mr. Barbier and Mr. Barry), 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 Mr. Barbier and Mr. Barry) during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to average total compensation for the NEOs as a group (excluding Mr. Barbier and Mr. Barry) to determine the compensation actually paid, using the same methodology described above in Note 2:

Year		Average Reported Summary Compensation Table Total for Non-PEO NEOs				Average Reported Value of Equity Awards				Average Equity Award Adjustments(a)				Average Compensation Actually Paid to Non-PEO NEOs
2024		$	3,578,450			$	(2,966,450	)		$	(1,534,763	)		$	(922,763	)

(a)

The amounts deducted or added in calculating the total average equity award adjustments are as follows:

Year		(i)Average Year End Fair Value of Outstanding and Unvested Equity Awards Granted in the Year				(ii)Year over Year Average Change in Fair Value of Outstanding and Unvested Equity Awards Granted in Prior Years				(iii)Average Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year				(iv)Year over Year Average Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year				(v)Average Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year				Total Average Equity Award Adjustments
2024		$	270,745			($	1,794,028	)		$	129,333			($	140,814	)		$	-			$	(1,534,763	)

⁵ Total Shareholder Return: Cumulative TSR is calculated based upon a fixed investment of $100 on the last trading day of calendar 2019 through and including the last trading day of calendar 2024. Pursuant to applicable Securities and Exchange Commission rules, all values assume reinvestment of the full amount of all dividends, however no cash dividends have been declared on our Common Stock to date. The stockholder returns shown on the graph below are based on historical results and are not necessarily indicative of future performance, and we do not make or endorse any predictions as to future stockholder returns.

⁶Net Loss: The dollar amounts reported represent the amount of net loss reflected in the Company’s audited financial statements for the applicable year.

Total Shareholder Return Amount

$ 45

433

568

840

131

Net Income (Loss)

(24,342,000)

(97,217,000)

(76,246,000)

(32,385,000)

(6,334,000)