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Pay vs Performance Disclosure - USD ($)
12 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Dec. 31, 2022
Pay vs Performance Disclosure      
Pay vs Performance Disclosure, Table

Pay Versus Performance Table

 

Year

 

Summary
Compensation
Table Total for

PEO 1 (1)

   

Summary
Compensation
Table Total for
PEO 2 (2)

   

Compensation
Actually Paid
to PEO 1 (5)

   

Compensation
Actually Paid
to PEO 2 (5)

   

Average Summary Compensation Table Total for Non-PEO Named Executive Officers (3)

   

Average Compensation Actually Paid to Non-PEO Named Executive Officers (5)

   

Value of Initial Fixed
$100 Investment
Based on Total
Shareholder Return (4)

   

Net
Loss

 

(a)

 

(b)

   

(b)

   

(c)

   

(c)

   

(d)

   

(e)

   

(f)

   

(g)

 

2024

  $ 525,000     $ -     $ 525,000     $ -     $ 423,266     $ 423,266     $ 4     $ (12,664,388 )

2023

  $ 525,000     $ -     $ 525,000     $ -     $ 425,297     $ 414,578     $ 17     $ (13,983,967 )

2022

  $ 121,625     $ 1,176,697     $ 121,625     $ 1,176,697     $ 511,868     $ 537,650     $ 32     $ (25,737,634 )

 

 

(1)

Reflects total compensation as shown in the Summary Compensation Table for Chief Executive Officer (PEO) in 2022, 2023 and 2024 (Referred to in these footnotes as PEO 1).

 

(2)

Reflects total compensation as shown in the Summary Compensation Table for our former Chief Executive Officer, J. Melville Engle, who served as our Chief Executive Officer (PEO) in 2022 (Referred to in these footnotes as PEO 2).

 

(3)

Reflects averaged total compensation for: Josh Blacher, Pamela Bush and Bob Myers as shown in the Summary Compensation Table for each respective year.

 

(4)

Represents the cumulative total shareholder return (“TSR”) of the Company from the end of fiscal 2021 through the end of the 2022, 2023 and 2024 fiscal periods, assuming $100 was invested in the Company’s common stock at the beginning of the measurement period and that all dividends were reinvested.

 

(5)

SEC rules require that certain adjustments, both deductions and additions, be made to the Summary Compensation Table totals to determine “compensation actually paid” (“CAP”) as reported in the Pay versus Performance Table. CAP does not necessarily represent cash and/or equity value transferred to the applicable NEO without restriction, but rather is a value calculated under applicable SEC rules. In general, CAP is required by SEC rules to be calculated as Summary Compensation Table total compensation with the following required adjustments:

   
Adjustment To PEO Compensation, Footnote
   

Fiscal 2024 PEO 1

   

Fiscal 2023

PEO 1

   

Fiscal 2022

PEO 1

   

Fiscal 2024 PEO 2

   

Fiscal 2023 PEO 2

   

Fiscal 2022 PEO 2

   

Fiscal 2024 Non-PEO

   

Fiscal 2023 Non-PEO

   

Fiscal 2022 Non-PEO

 

SCT total compensation ($)

    525,000       525,000       121,625       -       -       1,176,697       423,266       425,297       511,868  

Less: stock award values reported in the SCT for the covered year ($)

    -               -       -       -       -       -       -       -  

Plus: fair value of stock awards granted in the covered year ($) (b)

    -               -       -       -       -       -       -       -  

Change in fair value of outstanding unvested stock awards from prior years ($) (b)

    -       -       -       -       -       -       -       -       26,385  

Change in fair value of stock awards from prior years that vested in the covered year ($) (c)

    -       -       -       -       -       -       -       (2,636 )     (603 )

Change in fair value of stock awards from prior years that failed to meet the applicable vesting conditions in the covered year ($) (c)

    -       -       -       -       -       -       -       (8,083 )     -  

Compensation actually paid ($)

    525,000       525,000       121,625       -       -       1,176,697       423,266       414,578       537,650  

 

 

   
Non-PEO NEO Average Total Compensation Amount $ 423,266 $ 425,297 $ 511,868
Non-PEO NEO Average Compensation Actually Paid Amount $ 423,266 414,578 537,650
Compensation Actually Paid vs. Total Shareholder Return

Description of Relationship Between CAP and Performance Measures

 

The following graphs further illustrate the relationship between the pay and performance figures that are included in the pay versus performance tabular disclosure above.

 

 

peoandaveragenonpeo.jpg

 

 

   
Compensation Actually Paid vs. Net Income
peoandaveragenonpeonetloss.jpg

 

 

   
Total Shareholder Return Amount $ 4 17 32
Net Income (Loss) (12,664,388) (13,983,967) (25,737,634)
PEO 1 [Member]      
Pay vs Performance Disclosure      
PEO Total Compensation Amount 525,000 525,000 121,625
PEO Actually Paid Compensation Amount 525,000 525,000 121,625
PEO 2 [Member]      
Pay vs Performance Disclosure      
PEO Total Compensation Amount 0 0 1,176,697
PEO Actually Paid Compensation Amount 0 0 1,176,697
PEO | PEO 1 [Member] | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount 0   0
PEO | PEO 1 [Member] | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount 0   0
PEO | PEO 1 [Member] | 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 0 0 0
PEO | PEO 1 [Member] | 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 0 0 0
PEO | PEO 1 [Member] | 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 0 0 0
PEO | PEO 2 [Member] | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount 0 0 0
PEO | PEO 2 [Member] | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount 0 0 0
PEO | PEO 2 [Member] | 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 0 0 0
PEO | PEO 2 [Member] | 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 0 0 0
PEO | PEO 2 [Member] | 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 0 0 0
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 0 0 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 0 0 0
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 0 0 26,385
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 0 (2,636) (603)
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 $ 0 $ (8,083) $ 0