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Pay vs Performance Disclosure - USD ($)

3 Months Ended

12 Months Ended

Mar. 31, 2024

Dec. 31, 2024

Dec. 31, 2023

Dec. 31, 2022

Pay vs Performance Disclosure

Pay vs Performance Disclosure, Table

Pay Versus Performance Table


Fiscal Year	Summary Compensation Table Total for PEO-11		Summary Compensation Table Total for PEO-22		Compensation Actually Paid to PEO-13		Compensation Actually Paid to PEO-24		Average Summary Compensation Table Total for Non-PEO NEOs5		Average Compensation Actually Paid to Non-PEO NEOs6		Value of Initial Fixed $100 Investment Based On Company Total Shareholder Return7		Net Income8
2024	$	1,644,593	$	2,817,572	$	1,945,535	$	3,554,309	$	1,047,181	$	1,107,039	$	51	$	(18,852,261)
2023	—		967,352		—		924,891		623,793		646,314		38		(7,349,360)
2022	—		714,915		—		497,718		515,729		460,821		41		(4,469,498)

Named Executive Officers, Footnote

This column represents the amount of total compensation reported for Patrick J. Venetucci (our Chief Executive Officer) for each corresponding fiscal year in the “Total” column of the Summary Compensation Table. Please refer to the Summary Compensation Table in this proxy statement.

2.This column represents the amount of total compensation reported for Edward H. Murphy (our former Chairman, President, and Chief Executive Officer) for each corresponding fiscal year in the “Total” column of the Summary Compensation Table. Please refer to the Summary Compensation Table in this proxy statement.

Peer Group Issuers, Footnote

This column represents cumulative Company total shareholder return TSR, calculated by assuming that a $100 investment was made on the day prior to the first fiscal year reported and reinvesting all dividends until the last day of each reported fiscal year.

Adjustment To PEO Compensation, Footnote

This column represents the amount of “compensation actually paid” to Mr. Venetucci, as computed in accordance with Item 402(v) of Regulation S-K. The amounts do not reflect the actual amount of compensation earned by or paid to Mr. Venetucci during the applicable fiscal year. In accordance with the requirements of Item 402(v) of Regulation S-K, the adjustments described below under Summary of Adjustments Table (PEO) were made to Mr. Venetucci’s total compensation for fiscal year 2024 to determine the “compensation actually paid” to Mr. Venetucci for fiscal year 2024.

4.This column represents the amount of “compensation actually paid” to Mr. Murphy, as computed in accordance with Item 402(v) of Regulation S-K. The amounts do not reflect the actual amount of compensation earned by or paid to Mr. Murphy during the applicable fiscal year. In accordance with the requirements of Item 402(v) of Regulation S-K, the adjustments described below under Summary of Adjustments Table (PEO) were made to Mr. Murphy’s total compensation to determine the “compensation actually paid” to Mr. Murphy for the applicable fiscal year.

Summary of Adjustments Table (PEO)


Fiscal Year	Reported Summary Compensation Table Total for PEO-1		Reported Summary Compensation Table Total for PEO-2		Reported Summary Compensation Table Value of PEO-1 Equity Awards		Reported Summary Compensation Table Value of PEO-2 Equity Awards		Adjusted Value of Equity Awards PEO-1		Adjusted Value of Equity Awards PEO-2		Compensation Actually Paid to PEO-1		Compensation Actually Paid to PEO-2
	(a)		(b)		(c)		(c)		(d)		(d)
2024	$	1,644,593	$	2,817,572	$	1,510,432	$	439,876	$	1,811,374	$	1,176,613	$	1,945,535	$	3,554,309
2023	—		967,352		—		557,165		—		514,704		—		924,891
2022	—		714,915		—		305,493		—		88,296		—		497,718

(a)This column represents the amount of total compensation reported for Mr. Venetucci (PEO-1) for each corresponding fiscal year in the “Total” column of the Summary Compensation Table. Please refer to the Summary Compensation Table in this proxy statement.

(b)This column represents the amount of total compensation reported for Mr. Murphy (PEO-2) for each corresponding fiscal year in the “Total” column of the Summary Compensation Table. Please refer to the Summary Compensation Table in this proxy statement.

(c)These columns represent the aggregate grant date fair value of equity awards reported in the “Stock Awards” and “Option Awards” columns in the Summary Compensation Table for the applicable fiscal year. Please refer to the Summary Compensation Table in this proxy statement. The amount in this column for each fiscal year is replaced with the corresponding amount reported under the Adjusted Value of Equity Awards column in order to arrive at compensation actually paid to the NEOs as a group for the applicable fiscal year.

(d)These columns include an adjustment to the amounts in the “Stock Awards” and “Option Awards” columns in the Summary Compensation Table for the applicable fiscal year (a “Subject Year”). For a Subject Year, the adjusted value replaces the “Stock Awards” and “Option Awards” columns in the Summary Compensation Table for the PEO to arrive at “compensation actually paid” to the PEO for that Subject Year. The adjusted amount is determined by adding (or subtracting, as applicable) the following for that Subject Year: (i) the fiscal year-end fair value of any equity awards granted in the Subject Year that are outstanding and unvested as of the end of the Subject Year; (ii) the amount of change as of the end of the Subject Year (from the end of the prior fiscal year) in the fair value of any awards granted in prior fiscal years that are outstanding and unvested as of the end of the Subject Year; (iii) for awards that are granted and vest in the Subject Year, the fair value as of the vesting date; (iv) for awards granted in prior fiscal years that vest in the Subject Year, the amount equal to the change as of the vesting date (from the end of the prior fiscal year) in the fair value; (v) for awards granted in prior fiscal years that are determined to fail to meet the applicable vesting conditions during the Subject Year, a deduction for the amount equal to the fair value at the end of the prior fiscal year; and (vi) the dollar value of any dividends or other earnings paid on stock or option awards in the Subject Year prior to the vesting date that are not otherwise reflected in the fair value of such award or included in any other component of total compensation for the Subject Year. The amounts added or subtracted to determine the adjusted average amount are as follows:

Adjustments to Remeasure Equity Awards at FMV (PEO)


	Fiscal Year	Fiscal Year End Fair Value of Equity Awards Granted in the Fiscal Year		Fiscal Year over Fiscal Year Change in Fair Value of Outstanding and Unvested Equity Awards at Fiscal Year End Granted in Prior Fiscal Years		Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Fiscal Year		Change in Fair Value of Equity Awards Granted in Prior Fiscal Years that Vested in the Fiscal Year		Fair Value at the End of the Prior Fiscal Year of Equity Awards that Failed to Meet Vesting Conditions in the Fiscal Year		Value of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value or Total Compensation in the Summary Compensation Table for the Fiscal Year		Adjusted Value of Equity Awards
PEO 1	2024	$	1,678,215	$	—	$	133,144	$	15	$	—	$	—	$	1,811,374
	2023	—		—		—		—		—		—		—
	2022	—		—		—		—		—		—		—

PEO 2	2024	—		657,198		520,963		(1,548)		—		—		1,176,613
	2023	467,088		4,112		32,170		11,334		—		—		514,704
	2022	146,180		(87,967)		28,432		1,651		—		—		88,296

The fair value or change in fair value, as applicable, of stock awards and option awards for the PEOs was determined by reference to, (1) for restricted stock, the closing price of our common stock on the applicable measurement date, (2) for

performance-based restricted stock units (excluding market-conditioned (relative total shareholder return (TSR) based) performance-based restricted stock units), the closing price of our common stock on the applicable measurement date multiplied by the probability of achievement as of such date, (3) for market-conditioned performance-based restricted stock units, a Monte Carlo simulation as of the applicable measurement date and (4) for stock options, the fair value or change in fair value, as applicable, was determined by utilizing the Black-Scholes valuation model. The model references the closing stock price, in addition to the stock option’s strike price, expected life, volatility, expected dividend yield, and risk-free rate as of the measurement date.

Non-PEO NEO Average Total Compensation Amount

$ 1,047,181

$ 623,793

$ 515,729

Non-PEO NEO Average Compensation Actually Paid Amount

$ 1,107,039

646,314

460,821

Adjustment to Non-PEO NEO Compensation Footnote

This column represents the average of the amounts reported for the Company’s named executive officers as determined in accordance with Item 402(m)(2) of Regulation S-K as a group (excluding Messrs. Venetucci and Murphy) (NEOs), as reported in the “Total” column of the Summary Compensation Table in each applicable fiscal year. Please refer to the Summary Compensation Table in the Company’s proxy statement for the applicable fiscal year. The names of each of the NEOs (excluding Messrs. Venetucci and Murphy) included for purposes of calculating the average amounts in each applicable fiscal year are as follows: (i) for 2024, Messrs. Schram and Biere; (ii) for 2023, Messrs. Schram and Biere; and (iii) for 2022, Messrs. Schram and Biere.

6.This column represents the average amount of “compensation actually paid” to the NEOs as a group (excluding Messrs. Venetucci and Murphy), 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 Messrs. Venetucci and Murphy) during the applicable fiscal year. In accordance with the requirements of Item 402(v) of Regulation S-K, the adjustments described below under Summary of Adjustments (NEOs) were made to total compensation for each NEO (excluding Messrs. Venetucci and Murphy) for the applicable fiscal year to determine the compensation actually paid to each NEO, using the same adjustment methodology described in Note (d) to the Summary of Adjustments Table (PEO), and then were averaged to present the amounts in the Summary of Adjustments (NEOs) table.

Summary of Adjustments Table (NEO)


Fiscal Year	Average Reported Summary Compensation Table Total for Non-PEO NEOs (a)		Average Reported Summary Compensation Table Value of Non-PEO NEO Equity Awards(b)		Average Non-PEO NEO Adjusted Value of Equity Awards(c)		Average Compensation Actually Paid to Non-PEO NEOs
2024	$	1,047,181	$	195,728	$	255,586	$	1,107,039
2023	$	623,793	$	147,155	$	169,676	$	646,314
2022	515,729		62,374		7,466		460,821

(a)This column represents the average of the amounts reported for the Company’s NEOs as a group (excluding Messrs. Venetucci and Murphy) in the “Total” column of the Summary Compensation Table in each applicable fiscal year. Please refer to the Summary Compensation Table in this proxy statement for the applicable fiscal year.

(b)This column represents the average of the total amounts reported for the NEOs as a group (excluding Messrs. Venetucci and Murphy) in the “Stock Awards” and “Option Awards” columns in the Summary Compensation Table in each applicable fiscal year. Please refer to the Summary Compensation Table in this proxy statement for the applicable fiscal year. The amount in this column for each fiscal year is replaced with the corresponding amount reported under the Average Non-PEO NEO Adjusted Value of Equity Awards column in order to arrive at compensation actually paid for the applicable fiscal year.

(c)This column includes an adjustment to the average of the amounts reported for the NEOs as a group (excluding Messrs. Venetucci and Murphy) in the “Stock Awards” and “Option Awards” columns in the Summary Compensation Table in each applicable fiscal year determined using the same methodology described above in Note 2(d) to the Summary of Adjustments Table (PEO). For each fiscal year, the adjusted value replaces the “Stock Awards” and “Option Awards” columns in the Summary Compensation Table for each NEO (excluding Messrs. Venetucci and Murphy) to arrive at “compensation actually paid” to each NEO (excluding Messrs. Venetucci and Murphy) for that fiscal year, which is then averaged to determine the average “compensation actually paid” to the NEOs (excluding Messrs. Venetucci and Murphy) for that fiscal year. The amounts added or subtracted to determine the adjusted average amount are as follows:

Summary of Adjustments Table (NEO)


Fiscal Year	Average Fiscal Year End Fair Value of Equity Awards Granted in the Fiscal Year		Average Fiscal Year over Fiscal Year Change in Fair Value of Outstanding and Unvested Equity Awards at Fiscal Year End Granted in Prior Fiscal Years		Average Fair Value as of Vesting Date of Equity Awards Granted in the Fiscal Year and Vested in the Fiscal Year		Average Change in Fair Value of Equity Awards Granted in Prior Fiscal Years that Vested in the Fiscal Year		Average Fair Value at the End of the Prior Fiscal Year of Equity Awards that Failed to Meet Vesting Conditions in the Fiscal Year		Average Value of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value or Total Compensation in the Summary Compensation Table for the Fiscal Year		Adjusted Average Value of Equity Awards
2024	$	48,666	$	115,796	$	91,344	$	(220)	$	—	$	—	$	255,586
2023	125,529		35,320		8,302		525		—		—		169,676
2022	21,742		(23,030)		7,865		889		—		—		7,466

The fair value or change in fair value, as applicable, of stock awards and stock options for NEOs was determined using the same methodology described above in Note 2(d) to the Summary of Adjustments Table (PEO).

Compensation Actually Paid vs. Total Shareholder Return

Compensation Actually Paid and Cumulative Company TSR

The compensation actually paid to PEO 1, as computed in accordance with the requirements of Item 402(v) of Regulation S-K, was $1,945,535 for 2024. The compensation actually paid to PEO 2, as computed in accordance with the requirements of Item 401(v) of Regulation S-K, was $3,554,309, $924,891, and $497,718. The average amount of compensation actually paid to the NEOs as a group (excluding both PEOs) as computed in accordance with Item 402(v) of Regulation S-K, was $1,107,039, 646,314, and $460,821 for 2024, 2023, and 2022, respectively. The TSR of the Company, assuming an initial fixed $100 investment and computed in accordance with the requirements of Item 402(v) of Regulation S-K, was $51, $38 and $41 for 2024, 2023, and 2022, respectively. While “compensation actually paid” increased, the value of a $100 fixed investment in the Company decreased, in each case during the period covered by the Pay Versus Performance Table. Please see Note 5 above for additional information related to the computation of Company TSR.

The Company’s compensation actually paid to its Principal Executive Officers (“PEOs”) and the average compensation actually paid to its other Named Executive Officers (“NEOs”) has not been directly correlated with total shareholder return (“TSR”) or net income over the periods presented. While compensation actually paid increased in 2024 compared to prior years, the Company’s TSR decreased during the same period, reflecting a decline in shareholder value based on a hypothetical $100 investment. Similarly, the Company’s reported net loss for 2024 reflects the impact of broader market and operational factors that are not directly tied to annual changes in compensation outcomes. The Compensation Committee considers multiple performance metrics—including revenue growth, profitability improvement, and long-term strategic objectives—when determining executive pay, and as a result, compensation actually paid may not always move in tandem with TSR or net income trends.

Compensation Actually Paid vs. Net Income

Compensation Actually Paid and Company Net Income

The compensation actually paid to our PEOs (including Messers. Venetucci and Murphy) as a group, as computed in accordance with the requirements of Item 402(v) of Regulation S-K for 2024 was $5,499,844. The compensation actually paid to our PEO as computed in accordance with the requirements of Item 402(v) of Regulation S-K was $924,891 and $497,718 for 2023, and 2022, respectively. The average amount of compensation actually paid to the NEOs as a group (excluding Messers. Murphy and Venetucci), as computed in accordance with Item 402(v) of Regulation S-K, was $1,107,039, 646,314 and $646,314 for 2024, 2023, and 2022 respectively. The Company’s net loss, as computed in accordance with Item 402(v) of Regulation S-K and reflected in the Company’s audited financial statements for the applicable fiscal year, was 18,852,261, 7,349,360, and 4,469,498 for 2024, 2023, and 2022 respectively. While “compensation actually paid” increased, the Company’s net income decreased, in each case during the period covered by the Pay Versus Performance Table.

Total Shareholder Return Amount

$ 51

Net Income (Loss)

$ (18,852,261)

$ (7,349,360)

$ (4,469,498)

PEO Name

Patrick J. Venetucci

Edward H. Murphy

Additional 402(v) Disclosure

This column represents the amount of net income reflected in the Company’s audited financial statements for the applicable fiscal year.

Patrick J. Venetucci [Member]