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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

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 our Company for each of the last three completed fiscal years. In determining the “compensation actually paid” to our NEOs, we are required to make various adjustments to amounts that have been previously reported in the Summary Compensation Table in previous years, as the SEC’s valuation methods for this section differ from those required in the Summary Compensation Table. The table below summarizes compensation values both previously reported in our Summary Compensation Table, as well as the adjusted values required in this section for the 2022, 2023 and 2024 fiscal years. Note that for our NEOs other than our CEO, or principal executive officer, compensation is reported as an average.

 

Christopher T. Giordano
(“PEO”)

 

Year

 

Summary
Compensation
Table Total
for PEO
(1)

 

 

Compensation
Actually
Paid to PEO
(2)

 

 

Average
Summary
Compensation
Table Total
for Non-PEO
NEOs
(3)

 

 

Average
Compensation
Actually Paid
to Non- PEO
NEOs
(4)

 

 

Value of
Initial Fixed
$100
Investment
Based On
Total
Shareholder
Return
(“TSR”)
(5)

 

 

Net
Income
(Loss)
(millions)
(6)

 

2024

 

$

7,403,591

 

 

$

7,702,803

 

 

$

1,717,532

 

 

$

1,776,945

 

 

$

0

 

 

$

(17.6

)

2023

 

$

644,770

 

 

$

515,684

 

 

$

323,756

 

 

$

259,737

 

 

$

1

 

 

$

(7.7

)

2022

 

$

667,332

 

 

$

652,045

 

 

$

344,922

 

 

$

340,846

 

 

$

11

 

 

$

(11.0

)

 

(1)
Represents the amounts of total compensation reported for our PEO for each corresponding year in the “Total” column of the Summary Compensation Table above or the Summary Compensation Table included in our definitive proxy statement filed with the SEC on April 26, 2024, as applicable.
(2)
Represents the amount of “compensation actually paid” to our PEO, 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 our PEO during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made our PEO’s total compensation for each year to determine the compensation actually paid:

 

 

Year

 

Reported
Summary
Compensation
Table Total
for PEO

 

 

Reported
Value of
Option Awards
(a)(b)

 

 

Equity Award
Adjustments
(b)

 

 

Compensation
Actually
Paid to PEO

 

Christopher T.

 

2024

 

$

7,403,591

 

 

$

(6,475,000

)

 

$

6,774,212

 

 

$

7,702,803

 

Giordano

 

2023

 

$

644,770

 

 

$

-

 

 

$

(129,086

)

 

$

515,684

 

PEO

 

2022

 

$

667,332

 

 

$

(104,296

)

 

$

89,009

 

 

$

652,045

 

 

(a)
The grant date fair value of equity awards represents the total of the amounts reported in the “Option Awards” columns in the Summary Compensation Table for the applicable year.
(b)
In order to calculate the average compensation “actually paid” to our PEO, we are required under the SEC rules to subtract from the value in the Summary Compensation Table the grant date fair value of equity awards, and add back the following: (i) the year-end fair value of any equity awards 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; (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; and (vi) the dollar value of any dividends or other earnings paid on stock or option awards in the applicable 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 applicable year. The amounts deducted or added in calculating the equity award adjustments are as follows:

 

 

Year

 

Year End
Fair Value
of
Outstanding
and Unvested
Equity
Awards
Granted in
the Year
(i)

 

 

Year over
Year
Change in
Fair Value
of
Outstanding
and Unvested
Equity
Awards
Granted in
Prior Years
(ii)

 

 

Fair Value
as of
Vesting
Date of
Equity
Awards
Granted
and Vested
in the Year
(iii)

 

 

Change in
Fair Value
as of the
Vesting
Date from
Prior Year
End of Equity
Awards
Granted
in Prior
Years
that Vested
in the Year
(iv)

 

 

Fair Value
at the End
of the Prior
Year of
Equity
Awards that
Failed to
Meet
Vesting
Conditions
in the Year
(v)

 

 

Value of
Dividends
or other
Earnings
Paid on
Stock or
Option
Awards not
Otherwise
Reflected
in Fair Value
or Total
Compensation
(vi)

 

 

Total
Equity
Award
Adjustments
($)

 

Christopher T.

 

2024

 

$

6,777,622

 

 

$

(2,417

)

 

$

-

 

 

$

(993

)

 

$

-

 

 

$

-

 

 

$

6,774,212

 

Giordano

 

2023

 

$

-

 

 

$

(103,269

)

 

$

-

 

 

$

(25,817

)

 

$

-

 

 

$

-

 

 

$

(129,086

)

PEO

 

2022

 

$

101,164

 

 

$

(12,155

)

 

$

-

 

 

$

-

 

 

$

-

 

 

$

-

 

 

$

89,009

 

 

(3)
Represents the average of the amounts reported for our NEOs as a group (excluding our PEO) in each applicable year in the “Total” column of the Summary Compensation Table above or the Summary Compensation Table included in our definitive proxy statement filed with the SEC on April 26, 2024, as applicable, which includes for 2024, Dr. Rich and Messrs. Hoffman; and for 2023 and 2022, Dr. Rich, and Mr. Lurier, our former Interim Chief Financial Officer (the “Non-PEO NEOs”).
(4)
Represents the average amount of “compensation actually paid” to the Non-PEO NEOs, 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 Non-PEO NEOs 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 Non-PEO NEOs for each year 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

 

$

1,717,532

 

 

$

(1,295,000

)

 

$

1,354,414

 

 

$

1,776,945

 

2023

 

$

323,756

 

 

$

-

 

 

$

(64,019

)

 

$

259,737

 

2022

 

$

344,922

 

 

$

(26,074

)

 

$

21,998

 

 

$

340,846

 

 

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

 

Year

 

Year End
Fair Value
of
Outstanding
and Unvested
Equity Awards
Granted
in the Year

 

 

Year over Year
Change in Fair
Value of
Outstanding
and Unvested
Equity Awards
Granted in
Prior Years

 

 

Fair Value as
of Vesting Date
of Equity Awards
Granted and
Vested
in the Year

 

 

Year over
Year Change in
Fair Value of
Equity Awards
Granted in
Prior Years
that Vested
in the Year

 

 

Fair Value at
the End of the
Prior Year of
Equity Awards
that Failed to
Meet Vesting
Conditions
in the Year

 

 

Value of
Dividends or
other Earnings
Paid on Stock
or Option
Awards not
Otherwise
Reflected in
Fair Value or
Total
Compensation

 

 

Total
Equity
Award
Adjustments

 

2024

 

$

1,355,369

 

 

$

(724

)

 

$

-

 

 

$

(231

)

 

$

-

 

 

$

-

 

 

$

1,354,414

 

2023

 

$

—

 

 

$

(51,114

)

 

$

-

 

 

$

(12,905

)

 

$

-

 

 

$

-

 

 

$

(64,019

)

2022

 

$

25,291

 

 

$

(3,293

)

 

$

-

 

 

$

-

 

 

$

-

 

 

$

-

 

 

$

21,998

 

 

(5)
TSR is cumulative for the measurement periods beginning on December 31, 2021 and ending on December 31 of each of 2024, 2023 and 2022, respectively, calculated by dividing the difference between our Company’s share price at the end and the beginning of the measurement period by our company’s share price at the beginning of the measurement period. No dividends were paid in 2022, 2023 or 2024.
(6)
The dollar amounts reported represent the amount of net income (loss) reflected in our consolidated audited financial statements for the applicable year.
    
Named Executive Officers, Footnote Represents the average of the amounts reported for our NEOs as a group (excluding our PEO) in each applicable year in the “Total” column of the Summary Compensation Table above or the Summary Compensation Table included in our definitive proxy statement filed with the SEC on April 26, 2024, as applicable, which includes for 2024, Dr. Rich and Messrs. Hoffman; and for 2023 and 2022, Dr. Rich, and Mr. Lurier, our former Interim Chief Financial Officer (the “Non-PEO NEOs”).    
PEO Total Compensation Amount $ 7,403,591 $ 644,770 $ 667,332
PEO Actually Paid Compensation Amount $ 7,702,803 515,684 652,045
Adjustment To PEO Compensation, Footnote
(2)
Represents the amount of “compensation actually paid” to our PEO, 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 our PEO during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made our PEO’s total compensation for each year to determine the compensation actually paid:

 

 

Year

 

Reported
Summary
Compensation
Table Total
for PEO

 

 

Reported
Value of
Option Awards
(a)(b)

 

 

Equity Award
Adjustments
(b)

 

 

Compensation
Actually
Paid to PEO

 

Christopher T.

 

2024

 

$

7,403,591

 

 

$

(6,475,000

)

 

$

6,774,212

 

 

$

7,702,803

 

Giordano

 

2023

 

$

644,770

 

 

$

-

 

 

$

(129,086

)

 

$

515,684

 

PEO

 

2022

 

$

667,332

 

 

$

(104,296

)

 

$

89,009

 

 

$

652,045

 

 

(a)
The grant date fair value of equity awards represents the total of the amounts reported in the “Option Awards” columns in the Summary Compensation Table for the applicable year.
(b)
In order to calculate the average compensation “actually paid” to our PEO, we are required under the SEC rules to subtract from the value in the Summary Compensation Table the grant date fair value of equity awards, and add back the following: (i) the year-end fair value of any equity awards 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; (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; and (vi) the dollar value of any dividends or other earnings paid on stock or option awards in the applicable 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 applicable year. The amounts deducted or added in calculating the equity award adjustments are as follows:

 

 

Year

 

Year End
Fair Value
of
Outstanding
and Unvested
Equity
Awards
Granted in
the Year
(i)

 

 

Year over
Year
Change in
Fair Value
of
Outstanding
and Unvested
Equity
Awards
Granted in
Prior Years
(ii)

 

 

Fair Value
as of
Vesting
Date of
Equity
Awards
Granted
and Vested
in the Year
(iii)

 

 

Change in
Fair Value
as of the
Vesting
Date from
Prior Year
End of Equity
Awards
Granted
in Prior
Years
that Vested
in the Year
(iv)

 

 

Fair Value
at the End
of the Prior
Year of
Equity
Awards that
Failed to
Meet
Vesting
Conditions
in the Year
(v)

 

 

Value of
Dividends
or other
Earnings
Paid on
Stock or
Option
Awards not
Otherwise
Reflected
in Fair Value
or Total
Compensation
(vi)

 

 

Total
Equity
Award
Adjustments
($)

 

Christopher T.

 

2024

 

$

6,777,622

 

 

$

(2,417

)

 

$

-

 

 

$

(993

)

 

$

-

 

 

$

-

 

 

$

6,774,212

 

Giordano

 

2023

 

$

-

 

 

$

(103,269

)

 

$

-

 

 

$

(25,817

)

 

$

-

 

 

$

-

 

 

$

(129,086

)

PEO

 

2022

 

$

101,164

 

 

$

(12,155

)

 

$

-

 

 

$

-

 

 

$

-

 

 

$

-

 

 

$

89,009

 
   
Non-PEO NEO Average Total Compensation Amount $ 1,717,532 323,756 344,922
Non-PEO NEO Average Compensation Actually Paid Amount $ 1,776,945 259,737 340,846
Adjustment to Non-PEO NEO Compensation Footnote
(4)
Represents the average amount of “compensation actually paid” to the Non-PEO NEOs, 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 Non-PEO NEOs 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 Non-PEO NEOs for each year 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

 

$

1,717,532

 

 

$

(1,295,000

)

 

$

1,354,414

 

 

$

1,776,945

 

2023

 

$

323,756

 

 

$

-

 

 

$

(64,019

)

 

$

259,737

 

2022

 

$

344,922

 

 

$

(26,074

)

 

$

21,998

 

 

$

340,846

 

 

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

 

Year

 

Year End
Fair Value
of
Outstanding
and Unvested
Equity Awards
Granted
in the Year

 

 

Year over Year
Change in Fair
Value of
Outstanding
and Unvested
Equity Awards
Granted in
Prior Years

 

 

Fair Value as
of Vesting Date
of Equity Awards
Granted and
Vested
in the Year

 

 

Year over
Year Change in
Fair Value of
Equity Awards
Granted in
Prior Years
that Vested
in the Year

 

 

Fair Value at
the End of the
Prior Year of
Equity Awards
that Failed to
Meet Vesting
Conditions
in the Year

 

 

Value of
Dividends or
other Earnings
Paid on Stock
or Option
Awards not
Otherwise
Reflected in
Fair Value or
Total
Compensation

 

 

Total
Equity
Award
Adjustments

 

2024

 

$

1,355,369

 

 

$

(724

)

 

$

-

 

 

$

(231

)

 

$

-

 

 

$

-

 

 

$

1,354,414

 

2023

 

$

—

 

 

$

(51,114

)

 

$

-

 

 

$

(12,905

)

 

$

-

 

 

$

-

 

 

$

(64,019

)

2022

 

$

25,291

 

 

$

(3,293

)

 

$

-

 

 

$

-

 

 

$

-

 

 

$

-

 

 

$

21,998

 
   
Compensation Actually Paid vs. Total Shareholder Return

img179895284_12.jpg

    
Compensation Actually Paid vs. Net Income

Compensation Actually Paid and Net Loss

As described in more detail in this proxy statement, our executive compensation program reflects our status as a clinical-stage pharmaceutical company using clinical insights to develop novel cardiopulmonary therapies. Our products are in the clinical development stage, and we increase the value of our Company by advancing our investigational products through the various product testing requirements as set forth by the FDA. The metrics that we use for both our short-term and long-term incentive awards relate to the progress made in advancing our products through the regulatory development and clinical testing requirements. We are not a commercial-stage company. We did not have any revenue during the periods presented. Consequently, our Company has not historically looked to net income (loss) as a performance measure for our executive compensation program. From 2022 to 2023, our net loss decreased, and the compensation actually paid for both our PEO and non-PEO NEOs decreased. In 2024, our net loss increased due to the expansion of our clinical trials. Also in 2024, we raised approximately $109 million of gross proceeds in two equity offerings which we used to further expand our clinical trials and fund the Company. In 2024, we increased salaries and also made equity grants to our employees for the first time since 2022, leading to an increase in compensation actually paid for both our PEO and non-PEO NEOs. We believe this increase in compensation

actually paid is reasonable given the result of the Company's operational success as demonstrated by the significance of funding received and is necessary to incentivize our PEO and non-PEO NEOs.

   
Total Shareholder Return Amount $ 0 1 11
Net Income (Loss) $ (17,600,000) (7,700,000) (11,000,000)
PEO Name Christopher T. Giordano    
Additional 402(v) Disclosure

We generally seek to incentivize long-term performance, and therefore do not specifically align our performance measures with “compensation actually paid” (as computed in accordance with Item 402(v) of Regulation S-K) for a particular year. In accordance with Item 402(v) of Regulation S-K, we are providing the following descriptions of the relationships between information presented in the Pay Versus Performance table.

    
PEO | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount $ (6,475,000) 0 (104,296)
PEO | Equity Awards Adjustments, Excluding Value Reported in Compensation Table      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount 6,774,212 (129,086) 89,009
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 6,777,622 0 101,164
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 (2,417) (103,269) (12,155)
PEO | Vesting Date Fair Value of Equity Awards Granted and Vested in Covered Year      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount 0 0 0
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 (993) (25,817) 0
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 0 0 0
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 0 0
Non-PEO NEO | Equity Awards Adjustments      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount 1,354,414 (64,019) 21,998
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 (1,295,000) 0 (26,074)
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 1,355,369 0 25,291
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 (724) (51,114) (3,293)
Non-PEO NEO | Vesting Date Fair Value of Equity Awards Granted and Vested in Covered Year      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount 0 0 0
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 (231) (12,905) 0
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 0 0
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 $ 0 $ 0