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Pay vs Performance Disclosure - USD ($)
12 Months Ended
Dec. 31, 2025
Dec. 31, 2024
Dec. 31, 2023
Pay vs Performance Disclosure      
Pay vs Performance Disclosure, Table

The following tables and related disclosures provide information about (i) the total compensation of our CEO (our principal executive officer), and our other Named Executive Officers (“other NEOs”), as presented in the table under "Executive Compensation - Summary Compensation Table" (“SCT”), (ii) the “compensation actually paid” (“CAP”) to our CEO and our other NEOs, as calculated pursuant to the SEC’s pay-versus-performance rules, (iii) certain financial performance measures, and (iv) the relationship of CAP to those financial performance measures.

 

This disclosure has been prepared in accordance with Item 402(v) of Regulation S-K under the Securities Exchange Act of 1934, as amended, and does not necessarily reflect value actually realized by the executives or how our compensation committee evaluates compensation decisions in light of company or individual performance.

 

Year

 

Summary

Compensation

Table Total for

CEO

(1)

   

Compensation

Actually Paid to

CEO

(2)

   

Average

Summary

Compensation

Table Total for

Other NEOs

(1)

   

Average

Compensation

Actually Paid to

Other NEOs

(2)

   

Value of Initial

Fixed $100

Investment

Based on Total

Shareholder

Return

(3)

   

Net Income

(Loss)

(4)

 

2025

  $ 840,686     $ 372,924     $ 506,067     $ 326,051     $ 1.81     $ (21,464,771 )

2024

    645,795       642,377       495,755       497,077       26.14       (24,992,296 )

2023

    384,200       334,063       326,267       314,994       57.35       (25,966,762 )

 

(1)

These amounts reflect (i) the total compensation reported in the SCT for the applicable year in the case of our CEO; and (ii) the average of the total compensation reported in the SCT for the applicable year for our other NEOs.

(2)

These amounts reflect the amount of CAP for our CEO and other NEOs 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 during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to total compensation for each year to determine CAP:

   
PEO Total Compensation Amount $ 840,686 $ 645,795 $ 384,200
PEO Actually Paid Compensation Amount $ 372,924 642,377 334,063
Adjustment To PEO Compensation, Footnote

 

   

2025

   

2024

   

2023

 
   

CEO

   

Average for

Other NEOs

   

CEO

   

Average for

Other NEOs

   

CEO

   

Average for

Other NEOs

 

SCT Total Pay

  $ 840,686     $ 506,067     $ 645,795     $ 495,755     $ 384,200     $ 326,267  

Deduct value of equity awards granted during the year as reported in the SCT

    (452,991 )     (170,940 )     (75,495 )     (33,865 )     -       -  

Add year-end value of unvested equity awards granted during the year

    30,979       11,690       85,295       38,261       -       -  

Add change in value of unvested equity awards granted in prior years

    (52,968 )     (23,760 )     (13,804 )     (3,176 )     (57,530 )     (12,159 )

Add change in value of equity awards granted in prior years that vested during the year

    7,218       2,994       586       102       7,393       886  

Compensation Actually Paid

  $ 372,924     $ 326,051     $ 642,377     $ 497,077     $ 334,063     $ 314,994  

 

(3)

Total shareholder return (“TSR”) represents the value on the last trading day of each of 2025, 2024 and 2023 of an investment of $100 in our Common Stock on the last trading day of 2022.

(4)

The dollar amounts reported represent the amount of net loss reflected in our consolidated audited financial statements for the applicable year.

 

 

   
Non-PEO NEO Average Total Compensation Amount $ 506,067 495,755 326,267
Non-PEO NEO Average Compensation Actually Paid Amount $ 326,051 497,077 314,994
Adjustment to Non-PEO NEO Compensation Footnote

 

   

2025

   

2024

   

2023

 
   

CEO

   

Average for

Other NEOs

   

CEO

   

Average for

Other NEOs

   

CEO

   

Average for

Other NEOs

 

SCT Total Pay

  $ 840,686     $ 506,067     $ 645,795     $ 495,755     $ 384,200     $ 326,267  

Deduct value of equity awards granted during the year as reported in the SCT

    (452,991 )     (170,940 )     (75,495 )     (33,865 )     -       -  

Add year-end value of unvested equity awards granted during the year

    30,979       11,690       85,295       38,261       -       -  

Add change in value of unvested equity awards granted in prior years

    (52,968 )     (23,760 )     (13,804 )     (3,176 )     (57,530 )     (12,159 )

Add change in value of equity awards granted in prior years that vested during the year

    7,218       2,994       586       102       7,393       886  

Compensation Actually Paid

  $ 372,924     $ 326,051     $ 642,377     $ 497,077     $ 334,063     $ 314,994  

 

(3)

Total shareholder return (“TSR”) represents the value on the last trading day of each of 2025, 2024 and 2023 of an investment of $100 in our Common Stock on the last trading day of 2022.

(4)

The dollar amounts reported represent the amount of net loss reflected in our consolidated audited financial statements for the applicable year.

 

 

   
Compensation Actually Paid vs. Total Shareholder Return

Analysis of Information Presented in the Pay Versus Performance Table

 

The graphs below illustrate the relationship between the CAP for our CEO and the average CAP for our other NEOs, versus (i) our TSR, and (ii) our net income (loss) for the years ended December 31, 2025, 2024 and 2023. TSR amounts reported in the graph assume an initial fixed investment of $100 at December 31, 2022.

 

graphs.jpg

 

 

   
Compensation Actually Paid vs. Net Income

Analysis of Information Presented in the Pay Versus Performance Table

 

The graphs below illustrate the relationship between the CAP for our CEO and the average CAP for our other NEOs, versus (i) our TSR, and (ii) our net income (loss) for the years ended December 31, 2025, 2024 and 2023. TSR amounts reported in the graph assume an initial fixed investment of $100 at December 31, 2022.

 

graphs.jpg

 

 

   
Total Shareholder Return Amount $ 1.81 26.14 57.35
Net Income (Loss) (21,464,771) (24,992,296) (25,966,762)
PEO | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount (452,991) (75,495) 0
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 30,979 85,295 0
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 (52,968) (13,804) (57,530)
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 7,218 586 7,393
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 (170,940) (33,865) 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 11,690 38,261 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 (23,760) (3,176) (12,159)
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 $ 2,994 $ 102 $ 886