Pay versus Performance Table

(a)

 

(b)

 

(c)

 

(d)

 

(e)

 

(f)

 

(g)

 

(h)

 

(i)

 

Average

 

Value of

 

Summary

Initial Fixed

Summary

Compensation

$100

Compensation

Table Total

Investment

Table Total

for Non-PEO

Average

Based on

for Principal

Summary

Named

Compensation

Total

Executive

Compensation

Executive

Actually Paid

Shareholder

Officer

Actually Paid

Table Total

Actually Paid

Officers

to Non-PEO

Return

Net Income⁽⁷⁾

(“PEO”) 1⁽²⁾

to PEO 1⁽³⁾

for PEO 2⁽²⁾

to PEO 2⁽³⁾

(“NEOs”)⁽⁴⁾

NEOs⁽⁵⁾

(“TSR”)⁽⁶⁾

(Thousands)

Year⁽¹⁾

($)

2025

1,249,889

4,238,979

—

673,173

1,185,461

113

(173,799)

2024

1,843,527

1,004,531

—

636,330

493,180

33

(18,916)

2023

1,133,931

1,421,104

634,140

578,496

316,267

357,361

58

(69,045)

(1)	We are a smaller reporting company pursuant to Rule 405 of the Securities Act of 1933, and as such, we are only required to include information for the past three fiscal years in this table.

(2)

The dollar amounts reported in column (b) for the fiscal year 2025 is the amount of total compensation reported for Dr. Birx (“PEO 1”). The dollar amounts reported in column (b) for the fiscal year 2024 is the amount of total compensation reported for Dr. Birx (“PEO 1”). The dollar amounts reported in columns (b) and (d) for the fiscal year 2023 is the amounts of total compensation reported for Dr. Birx (our Chief Executive Officer since July 10, 2023) (“PEO 1”) and Dr. Brian Varnum (our Chief Executive Officer until July 10, 2023) (“PEO 2”), respectively. Refer to “Executive Compensation - Summary Compensation Table” above.

(3)

The dollar amounts reported in columns (c) and (e) represent the amount of “compensation actually paid” to Dr. Birx and Dr. Varnum, respectively, 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 Dr. Birx and Dr. Varnum during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the adjustments made to Dr. Birx’s and Dr. Varnum’s total compensation for each year to determine the compensation actually paid are shown in the “Adjustments to Compensation Actually Paid” table below.

(4)

The dollar amounts reported in column (f) represent the average of the amounts reported for our Company’s named executive officers (other than Dr. Birx and Dr. Varnum) as a group (“NEOs”) in the “Total” column of the Summary Compensation Table in each applicable year. The names of each of the NEOs included for purposes of calculating the average amounts in each applicable year are as follows: (i) for 2025, Pierre Kyme and David House; (ii) for 2024, Pierre Kyme, David House, Mina Pastagia, and Richard Rychlik; and (iii) for 2023, Richard Rychlik, Mina Pastagia and Erin Butler.

(5)

The dollar amounts reported in column (g) represent the average amount of “compensation actually paid” to the NEOs as a group, 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 during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the adjustments made to the average total compensation for the NEOs as a group for each year to determine the average compensation actually paid are shown in the “Adjustments to Compensation Actually Paid” table below.

(6)

Cumulative total shareholder return (“TSR”) is calculated by dividing the sum of the cumulative amount of dividends for the measurement period, assuming dividend reinvestment, and the difference between our Company’s share price at the end and the beginning of the measurement period (December 31, 2021) by our Company’s share price at the beginning of the measurement period. No dividends were paid on stock or option awards in 2023, 2024 or 2025.

(7)	The dollar amounts reported represent the amount of net income (loss) reflected in our audited financial statements for the applicable covered year.

Adjustments to Compensation Actually Paid

As noted above in footnotes 3 and 5 to the Pay versus Performance Table, in accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to (i) Dr. Birx and Dr. Varnum’s total compensation for each year, as applicable, to determine the compensation actually paid to each of them, and (ii) to the average total compensation for the NEOs as a group for each year to determine the average compensation actually paid

to them. The methodology used to determine compensation actually paid is further described in footnotes (a), (b) and (c) below.


		FY 2023
		PEO			PEO			Other NEOs
Adjustments:		Birx			Varnum			Average^(c)
Total from Summary Compensation Table		$	1,133,931		$	634,140		$	316,267
Adjustments for stock and options awards
Deduct: SCT Amounts^(a)			(875,477)			—			(33,087)
Add: Fair value of equity granted during fiscal year, outstanding and unvested as of end of fiscal year^(b)			1,162,650			—			43,032
Add (Deduct): Change in fair value of equity granted in prior year that is outstanding and unvested at the end of fiscal year^(b)			—			5,713			36,606
Add (Deduct): Change in fair value for awards granted in prior fiscal years that vested in fiscal year^(b)			—			60,616			10,772
(Deduct): The amount of fair value at the end of prior year for awards granted in prior years that forfeited during the fiscal year			—			(121,973)			(16,229)
Total adjustments for stock and option awards			287,173			(55,644)			41,094
Compensation Actually Paid (as calculated)		$	1,421,104		$	578,496		$	357,361


		FY 2024
		PEO			Other NEOs
Adjustments:		Birx			Average^(b)
Total from Summary Compensation Table		$	1,843,527		$	636,330
Adjustments for stock and options awards
Deduct: SCT Amounts^(a)			(828,248)			(137,225)
Add: Fair value of equity granted during fiscal year, outstanding and unvested as of end of fiscal year^(b)			430,358			45,033
Add (Deduct): Change in fair value of equity granted in prior year that is outstanding and unvested at the end of fiscal year^(b)			(386,807)			(7,275)
Add (Deduct): Change in fair value for awards granted in prior fiscal years that vested in fiscal year			(54,299)			4,366
(Deduct): The amount of fair value at the end of prior year for awards granted in prior years that forfeited during the fiscal year			—			(48,049)
Total adjustments for stock and option awards			(838,996)			(143,150)
Compensation Actually Paid (as calculated)		$	1,004,531		$	493,180


		FY 2025
		PEO			Other NEOs
Adjustments:		Birx			Average^(b)
Total from Summary Compensation Table		$	1,249,889		$	673,173
Adjustments for stock and options awards
Deduct: SCT Amounts^(a)			(398,616)			(103,807)
Add: Fair value of equity granted during fiscal year, outstanding and unvested as of end of fiscal year^(b)			1,436,426			374,069
Add (Deduct): Change in fair value of equity granted in prior year that is outstanding and unvested at the end of fiscal year^(b)			1,902,687			238,170
Add (Deduct): Change in fair value for awards granted in prior fiscal years that vested in fiscal year			48,593			3,856
(Deduct): The amount of fair value at the end of prior year for awards granted in prior years that forfeited during the fiscal year			—			—
Total adjustments for stock and option awards			2,989,090			512,288
Compensation Actually Paid (as calculated)		$	4,238,979		$	1,185,461

(a)	The grant date fair value of equity awards represents the sum of the totals of the amounts reported in the “Stock Awards” and/or “Option Awards” columns, as applicable, in the Summary Compensation Table for the applicable year.

(b)

The equity award adjustments for each applicable year include the addition (or subtraction, as applicable) of the following, to the extent applicable: (i) the year-end fair value of any equity awards granted 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 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.

(c)	For the NEOs as a group in each applicable year, all amounts shown represent averages.

Adjustment To PEO Compensation, Footnote

Adjustments to Compensation Actually Paid

As noted above in footnotes 3 and 5 to the Pay versus Performance Table, in accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to (i) Dr. Birx and Dr. Varnum’s total compensation for each year, as applicable, to determine the compensation actually paid to each of them, and (ii) to the average total compensation for the NEOs as a group for each year to determine the average compensation actually paid

to them. The methodology used to determine compensation actually paid is further described in footnotes (a), (b) and (c) below.


		FY 2023
		PEO			PEO			Other NEOs
Adjustments:		Birx			Varnum			Average^(c)
Total from Summary Compensation Table		$	1,133,931		$	634,140		$	316,267
Adjustments for stock and options awards
Deduct: SCT Amounts^(a)			(875,477)			—			(33,087)
Add: Fair value of equity granted during fiscal year, outstanding and unvested as of end of fiscal year^(b)			1,162,650			—			43,032
Add (Deduct): Change in fair value of equity granted in prior year that is outstanding and unvested at the end of fiscal year^(b)			—			5,713			36,606
Add (Deduct): Change in fair value for awards granted in prior fiscal years that vested in fiscal year^(b)			—			60,616			10,772
(Deduct): The amount of fair value at the end of prior year for awards granted in prior years that forfeited during the fiscal year			—			(121,973)			(16,229)
Total adjustments for stock and option awards			287,173			(55,644)			41,094
Compensation Actually Paid (as calculated)		$	1,421,104		$	578,496		$	357,361


		FY 2024
		PEO			Other NEOs
Adjustments:		Birx			Average^(b)
Total from Summary Compensation Table		$	1,843,527		$	636,330
Adjustments for stock and options awards
Deduct: SCT Amounts^(a)			(828,248)			(137,225)
Add: Fair value of equity granted during fiscal year, outstanding and unvested as of end of fiscal year^(b)			430,358			45,033
Add (Deduct): Change in fair value of equity granted in prior year that is outstanding and unvested at the end of fiscal year^(b)			(386,807)			(7,275)
Add (Deduct): Change in fair value for awards granted in prior fiscal years that vested in fiscal year			(54,299)			4,366
(Deduct): The amount of fair value at the end of prior year for awards granted in prior years that forfeited during the fiscal year			—			(48,049)
Total adjustments for stock and option awards			(838,996)			(143,150)
Compensation Actually Paid (as calculated)		$	1,004,531		$	493,180


		FY 2025
		PEO			Other NEOs
Adjustments:		Birx			Average^(b)
Total from Summary Compensation Table		$	1,249,889		$	673,173
Adjustments for stock and options awards
Deduct: SCT Amounts^(a)			(398,616)			(103,807)
Add: Fair value of equity granted during fiscal year, outstanding and unvested as of end of fiscal year^(b)			1,436,426			374,069
Add (Deduct): Change in fair value of equity granted in prior year that is outstanding and unvested at the end of fiscal year^(b)			1,902,687			238,170
Add (Deduct): Change in fair value for awards granted in prior fiscal years that vested in fiscal year			48,593			3,856
(Deduct): The amount of fair value at the end of prior year for awards granted in prior years that forfeited during the fiscal year			—			—
Total adjustments for stock and option awards			2,989,090			512,288
Compensation Actually Paid (as calculated)		$	4,238,979		$	1,185,461

(a)	The grant date fair value of equity awards represents the sum of the totals of the amounts reported in the “Stock Awards” and/or “Option Awards” columns, as applicable, in the Summary Compensation Table for the applicable year.

(b)

The equity award adjustments for each applicable year include the addition (or subtraction, as applicable) of the following, to the extent applicable: (i) the year-end fair value of any equity awards granted 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 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.