XML 10 R2.htm IDEA: XBRL DOCUMENT v3.25.2
Pay vs Performance Disclosure - USD ($)
 9 Months Ended 12 Months Ended
Dec. 31, 2021
Dec. 31, 2024
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2021
Pay vs Performance Disclosure [Table]          
Disclosure - Pay vs Performance Disclosure  
Year   Summary Compensation Table Total for CEO Tsai   Summary Compensation Table Total for CEO Chen   Compensation Actually Paid to CEO Tsai   Compensation Actually Paid to CEO Chen   Average Summary Compensation Table Total for Non-PEO Named Executive Officers   Average Compensation Actually Paid to Non-PEO Named Executive Offices   Value of Initial Fixed $100 Investment Based on Total Shareholder Return   Net Income 
 a    b-1    b-2    c-1    c-2    d    e    f    g 
 2024    301,522    NA    20,669    

NA

    72,034    69,997    (96)   (14,863,161)
 2023    1,285,023    NA    987,417    NA    160,711    146,931    (84)   (13,770,549)
 2022    3,816,959    NA    777,962    NA    850,226    111,812    (76)   (14,006,690)
 2021    63,058    34,308    63,058    34,308    201,149    183,872    394    (3,888,661)
      
Calculation of Compensation Actually Paid to CEO Tsai  

Calculation of Compensation Actually Paid to CEO Tsai

 

Adjustments to Determine Compensation “Actually Paid” for PEO  2024   2023   2022   2021 
Total Compensation  $301,522   $1,285,023   $3,816,959   $63,058 
Deduct the grant date fair value of equity award amounts reported in the summary compensation table  $(63,692)  $(1,172,899)  $(3,699,996)  $- 
Add the change in fair value of any awards granted in prior years that are outstanding and unvested as of the end of the fiscal year  $45,250   $356,700   $31,000   $- 
Add the change in fair value of any awards granted in prior years that are outstanding and unvested as of the end of the fiscal year  $(200,525)  $(7,350)  $-   $- 
Add for award that are granted and vest in the same year, the fair value as of the vesting date  $10,521   $525,272   $629,999   $- 
Add for awards granted in prior years that vest in the fiscal year, the change in the fair value from the end of the prior fiscal year to the vesting date  $(72,406)  $671   $-   $- 
Add for awards granted in prior years that vest in the fiscal year, the change in the fair value from the end of the prior fiscal year to the vesting date  $-   $-   $-   $- 
Total Adjustments  $(280,853)  $(297,607)  $(3,038,997)  $- 
Total Compensation Actually Paid, Net of Adjustments  $20,669   $987,417   $777,962   $63,058 

 

 

Column c-2

 

Calculation of Compensation Actually Paid to CEO Chen

 

Adjustments to Determine Compensation “Actually Paid” for PEO  2023   2022   2021 
Total Compensation  $-   $-   $34,308 
Deduct the grant date fair value of equity award amounts reported in the summary compensation table  $-   $-   $- 
Add the change in fair value of any awards granted in prior years that are outstanding and unvested as of the end of the fiscal year  $-   $-   $- 
Add the change in fair value of any awards granted in prior years that are outstanding and unvested as of the end of the fiscal year  $-   $-   $- 
Add for award that are granted and vest in the same year, the fair value as of the vesting date  $-   $-   $- 
Add for awards granted in prior years that vest in the fiscal year, the change in the fair value from the end of the prior fiscal year to the vesting date  $-   $-   $- 
Add for awards granted in prior years that vest in the fiscal year, the change in the fair value from the end of the prior fiscal year to the vesting date  $-   $-   $- 
Total Adjustments  $-   $-   $- 
Total Compensation Actually Paid, Net of Adjustments  $-   $-   $34,308 
Adjustments to Determine Compensation “Actually Paid” for NEOs  2024   2023   2022   2021 
Total Compensation  $216,102   $482,132   $1,700,451   $603,446 
Deduct the grant date fair value of equity award amounts reported in the summary compensation table  $13,696   $(233,700)  $(1,479,996)  $(468,950)
Add the year-end fair value of any equity awards granted during the covered fiscal year that are outstanding and unvested as of the fiscal year  $8,673   $19,270   $21,700   $417,119 
Add the change in fair value of any awards granted in prior years that are outstanding and unvested as of the end of the fiscal year  $-   $(2,907)  $(264,442)  $- 
Add for award that are granted and vest in the same year, the fair value as of the vesting date  $3,415   $185,039   $251,999   $- 
Add for awards granted in prior years that vest in the fiscal year, the change in the fair value from the end of the prior fiscal year to the vesting date  $(19,698)  $9,405   $(6,088)  $- 
For awards granted in prior years that are determined to fail to meet the applicable vesting conditions (i.e., are forfeited), deduct the amount equal to the fair value at the end of the prior fiscal year  $(12,198)  $(18,445)  $-   $- 
Total Adjustments  $(6,112)  $(41,337)  $(1,476,826)  $(51,831)
Total Compensation Actually Paid, Net of Adjustments  $209,991   $440,794   $223,625   $551,615 
Average Compensation Actually Paid to Non-PEO NEOs  $69,997   $146,931   $111,812   $183,872 
  		     
Total Compensation   $ 72,034 $ 160,711 $ 850,226 $ 201,149
Average Compensation Actually Paid to Non-PEO NEOs   $ 69,997 146,931 111,812 183,872
Table Compensation Actually Paid and Cumulative TSR  

Table Compensation Actually Paid and Cumulative TSR

 

The amount of compensation actually paid to Mr. Tsai and Dr. Chen is aligned with our TSR over the past years presented in the table, reflecting the impact of the hiring of Mr. Tsai as Chief Executive Officer and the transition of Dr. Chen from CEO to senior consultant. A significant portion of Mr. Tsai’s 2024 compensation was awarded as a bonus. A substantial amount of Mr. Tsai’s compensation in 2023 was in the form of restricted stock unit awards under our 2023 Stock Incentive Plan, Special Stock Awards in 2023, and 2021 Stock Incentive Plan; 2022 was in the form of restricted stock unit awards under our 2021 Stock Incentive Plan. As the trading price of our common stock fluctuates so does the value of the stock awards and, accordingly, the amount of the compensation actually paid to Mr. Tsai and Dr. Chen. The amount of compensation actually paid to Mr. Tsai for 2021, 2022 and 2023 and Dr. Chen in 2021 is more closely aligned to our TSR as a great portion of his compensation was in the form of stock awards.

 

The amount of compensation actually paid to the Other NEOs is aligned with our TSR over the past years presented in the table. Each of the Other NEOs were NEOs for 2024, 2023, 2022 and 2021; with the exception of Bernard Cohen who resigned as Vice President of Operations as of April 15, 2022. A significant portion of the compensation actually paid to the Other NEOs is composed of either restricted stock units that vest overtime or stock option awards, an arrangement seen over the past years.

      
Compensation Actually Paid and Net Income  

Compensation Actually Paid and Net Income

 

The amount of compensation actually paid to Mr. Tsai and Dr. Chen and to the Other NEOs is not aligned with our net income over the three years presented in the table. As a clinical stage biotechnology and medical device company, we have incurred substantial operating losses, principally from expenses associated with the Company’s research and development programs, clinical trials conducted in connection with the Company’s drug candidates, and applications and submissions to regulatory authorities. We have substantial future capital requirements to continue our research and development activities and advance our drug candidates through various development stages. Accordingly, net income is not a performance measure we use in determining executive compensation. We use a number of corporate goals that may include research and development, regulatory, manufacturing, organization and financial goals which we believe are important to building stockholder value.

 

Net losses increase in 2024 over 2023 slightly due to increase in non-exclusive use of certain patents related to VOC and POCT technologies despite offset by the decrease in professional expenses; decrease in 2023 over 2022 slightly due to selling, general and administrative expenses related to Share-based compensation expense fee; increased in 2022 over 2021 largely due to expenses related research and development, commercialization of our product candidates, and acquisition of strategic intellectual property.

      
Total Shareholder Return Amount   $ (96) (84) (76) 394
Net Income (Loss) Attributable to Parent   (14,863,161) (13,770,549) (14,006,690) (3,888,661)
Chun Hsien Tsai [Member]          
Pay vs Performance Disclosure [Table]          
Total Compensation   301,522 1,285,023 3,816,959 63,058
Total Compensation Actually Paid, Net of Adjustments   20,669 987,417 777,962 63,058
Adjustment to Compensation Amount   $ (280,853) $ (297,607) $ (3,038,997)
PEO Name Chun-Hsien Tsai Chun-Hsien Tsai Chun-Hsien Tsai Chun-Hsien Tsai  
Chun Hsien Tsai [Member] | Grant Date Fair Value of Equity Award Amounts Reported in the Summary Compensation Table [Member]          
Pay vs Performance Disclosure [Table]          
Adjustment to Compensation Amount   $ (63,692) $ (1,172,899) $ (3,699,996)
Chun Hsien Tsai [Member] | Change in Fair value of any Awards Granted in Prior Years that are Outstanding and Unvested as of the End of the Fiscal Year [Member]          
Pay vs Performance Disclosure [Table]          
Adjustment to Compensation Amount   45,250 356,700 31,000
Chun Hsien Tsai [Member] | Award that are Granted and Vest in the Same Year, the Fair Value as of the Vesting Date [Member]          
Pay vs Performance Disclosure [Table]          
Adjustment to Compensation Amount   10,521 525,272 629,999
Chun Hsien Tsai [Member] | Awards Granted in Prior Years that Vest in the Fiscal Year, the Change in the Fair Value from the End of the Prior Fiscal Year to the Vesting Date [Member]          
Pay vs Performance Disclosure [Table]          
Adjustment to Compensation Amount   (72,406) 671
Chun Hsien Tsai [Member] | Change in Fair Value of any Awards Granted in Prior Years that are Outstanding and Unvested as of the End of the Fiscal Year [Member]          
Pay vs Performance Disclosure [Table]          
Adjustment to Compensation Amount   (200,525) (7,350)
Chun Hsien Tsai [Member] | Awards Granted In Prior Years That Vest In The Fiscal Year The Change In The Fair Value From The End Of The Prior Fiscal Year To The Vesting Date One [Member]          
Pay vs Performance Disclosure [Table]          
Adjustment to Compensation Amount  
Stephen T Chen [Member]          
Pay vs Performance Disclosure [Table]          
Total Compensation     34,308
Total Compensation Actually Paid, Net of Adjustments     34,308
Adjustment to Compensation Amount    
Stephen T Chen [Member] | Grant Date Fair Value of Equity Award Amounts Reported in the Summary Compensation Table [Member]          
Pay vs Performance Disclosure [Table]          
Adjustment to Compensation Amount    
Stephen T Chen [Member] | Change in Fair value of any Awards Granted in Prior Years that are Outstanding and Unvested as of the End of the Fiscal Year [Member]          
Pay vs Performance Disclosure [Table]          
Adjustment to Compensation Amount    
Stephen T Chen [Member] | Award that are Granted and Vest in the Same Year, the Fair Value as of the Vesting Date [Member]          
Pay vs Performance Disclosure [Table]          
Adjustment to Compensation Amount    
Stephen T Chen [Member] | Awards Granted in Prior Years that Vest in the Fiscal Year, the Change in the Fair Value from the End of the Prior Fiscal Year to the Vesting Date [Member]          
Pay vs Performance Disclosure [Table]          
Adjustment to Compensation Amount    
Stephen T Chen [Member] | Change in Fair Value of any Awards Granted in Prior Years that are Outstanding and Unvested as of the End of the Fiscal Year [Member]          
Pay vs Performance Disclosure [Table]          
Adjustment to Compensation Amount    
Stephen T Chen [Member] | Awards Granted In Prior Years That Vest In The Fiscal Year The Change In The Fair Value From The End Of The Prior Fiscal Year To The Vesting Date One [Member]          
Pay vs Performance Disclosure [Table]          
Adjustment to Compensation Amount    
Non-PEO NEO [Member]          
Pay vs Performance Disclosure [Table]          
Total Compensation   216,102 482,132 1,700,451 603,446
Average Compensation Actually Paid to Non-PEO NEOs   69,997 146,931 111,812 183,872
Adjustment to Compensation Amount   209,991 440,794 223,625 551,615
Non-PEO NEO [Member] | Grant Date Fair Value of Equity Award Amounts Reported in the Summary Compensation Table [Member]          
Pay vs Performance Disclosure [Table]          
Adjustment to Compensation Amount   13,696 (233,700) (1,479,996) (468,950)
Non-PEO NEO [Member] | Year End Fair Value Of Any Equity Awards Granted During The Covered Fiscal Year That Are Outstanding And Unvested As Of The Fiscal Year [Member]          
Pay vs Performance Disclosure [Table]          
Adjustment to Compensation Amount   8,673 19,270 21,700 417,119
Non-PEO NEO [Member] | Change in Fair value of any Awards Granted in Prior Years that are Outstanding and Unvested as of the End of the Fiscal Year [Member]          
Pay vs Performance Disclosure [Table]          
Adjustment to Compensation Amount   (2,907) (264,442)
Non-PEO NEO [Member] | Award that are Granted and Vest in the Same Year, the Fair Value as of the Vesting Date [Member]          
Pay vs Performance Disclosure [Table]          
Adjustment to Compensation Amount   3,415 185,039 251,999
Non-PEO NEO [Member] | Awards Granted in Prior Years that Vest in the Fiscal Year, the Change in the Fair Value from the End of the Prior Fiscal Year to the Vesting Date [Member]          
Pay vs Performance Disclosure [Table]          
Adjustment to Compensation Amount   (19,698) 9,405 (6,088)
Non-PEO NEO [Member] | Awards Granted in Prior Years that are to Fail to Meet the Applicable Vesting Conditions (i.e., are Forfeited), Deduct the Amount Equal to the Fair Value at the End of the Prior Fiscal Year [Member]          
Pay vs Performance Disclosure [Table]          
Adjustment to Compensation Amount   (12,198) (18,445)
Non-PEO NEO [Member] | Total Adjustments [Member]          
Pay vs Performance Disclosure [Table]          
Adjustment to Compensation Amount   $ (6,112) $ (41,337) $ (1,476,826) $ (51,831)