Pay vs Performance Disclosure - USD ($)
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12 Months Ended |
Dec. 31, 2024 |
Dec. 31, 2023 |
Dec. 31, 2022 |
| Pay vs Performance Disclosure |
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| Pay vs Performance Disclosure, Table |
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Pay Versus Performance Disclosure
The following relationship
between executive compensation and our Company’s financial performance information is provided in accordance with the requirements
of Item 402(v) of Regulation S-K (the “Regulation”). The table below summarizes compensation values as previously reported
in our “Executive Compensation-Summary Compensation Table”, as well as the adjusted values required and calculated based on
the Regulation for our fiscal years ended December 31, 2024, 2023 and 2022.
| Fiscal Year |
| Summary
Compensation
Table Total
for PEO(1)(3) |
|
| Compensation
Actually Paid
to PEO(4) |
|
| Average
Summary
Compensation
Table Total
for Non-PEO
NEO(2)(3) |
|
| Average
Compensation
Actually Paid
to Non-PEO
NEO(4) |
|
| Value of
Initial Fixed
$100
Investment
Based On Total
Shareholder
Return(5) |
|
| Net Loss(6) |
|
| 2024 |
| $ |
219,288 |
|
| $ |
219,288 |
|
| $ |
294,893 |
|
| $ |
485,441 |
|
| $ |
41.58 |
|
| $ |
(38,007,757 |
) |
| 2023 |
| $ |
222,318 |
|
| $ |
222,318 |
|
| $ |
353,762 |
|
| $ |
148,748 |
|
| $ |
16.40 |
|
| $ |
(44,844,872 |
) |
| 2022 |
| $ |
228,451 |
|
| $ |
228,451 |
|
| $ |
570,287 |
|
| $ |
283,329 |
|
| $ |
17.04 |
|
| $ |
(73,241,805 |
) |
|
(1) |
During the fiscal years 2024, 2023 and 2022, the principal executive officer (the “PEO”) was
Eric Brock. |
|
(2) |
During the fiscal year 2024, the Non-PEO Named Executive Officers (“Non-PEO NEO”) was Neil
Laird and Yishay Curelaru. Mr. Laird was appointed as an executive officer of the Company on June 21, 2024. During the fiscal year 2023,
the Non-PEO NEO was Yishay Curelaru, Derek Reisfield and Reese Mozer. Mr. Curelaru was appointed as an executive officer of the Company
on September 19, 2023. Mr. Mozer was appointed as an executive officer of the Company on February 14, 2023. During the fiscal year 2022,
the Non-PEO NEO was Derek Reisfield. Mr. Reisfield was appointed as an executive officer of the Company on December 10, 2021. |
|
(3) |
The Summary Compensation Table Total Table (the “SCT”) represents the total compensation for
each corresponding year in the “Total” column of the Executive Compensation - Summary Compensation Table for the PEO and the
Non-PEO NEO, as applicable. |
|
(4) |
Compensation Actually Paid (the “CAP”) represents the amount calculated pursuant to the Regulation
required adjustments to the reported SCT. For further details see the CAP table below. |
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(5) |
Total Shareholder Return (“TSR”) illustrates the value, as of the last day of the indicated
fiscal year, of a hypothetical investment of $100 in our common stock on December 31, 2020. TSR is calculated by dividing the sum of the
cumulative amount of dividends for the fiscal year, assuming dividend reinvestment, and the difference between our company’s share
price at the end and the beginning of the fiscal year, by our company’s share price at the beginning of the measurement period. |
|
(6) |
Represents the net loss reflected in our consolidated audited financial statements for the applicable
year. |
The following table represents
the CAP calculation for the PEO and the NON-PEO NEO pursuant to the Regulation for the years ended December 31, 2024, 2023 and 2022.
| Named Executive Officer |
| Fiscal Year |
| Summary
Compensation
Table Total |
|
| Reported
Value of Equity
Awards(a) |
|
| Equity Award
Adjustments(b) |
|
| Compensation
Actually Paid |
|
| PEO |
| 2024 |
| $ |
219,288 |
|
| $ |
- |
|
| $ |
- |
|
| $ |
219,288 |
|
| |
| 2023 |
| $ |
222,318 |
|
| $ |
- |
|
| $ |
- |
|
| $ |
222,318 |
|
| |
| 2022 |
| $ |
228,451 |
|
| $ |
- |
|
| $ |
- |
|
| $ |
228,451 |
|
| NON-PEO NEO |
| 2024 |
| $ |
294,893 |
|
| $ |
(36,939 |
) |
| $ |
227,487 |
|
| $ |
485,441 |
|
| |
| 2023 |
| $ |
353,762 |
|
| $ |
(137,220 |
) |
| $ |
(67,794 |
) |
| $ |
148,748 |
|
| |
| 2022 |
| $ |
570,287 |
|
| $ |
(332,800 |
) |
| $ |
45,842 |
|
| $ |
283,329 |
|
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(a) |
The Reported Value of Equity Awards represents the average of the amounts reported in the “Option
Awards” and “Stock Awards” columns in the Summary Compensation Table for the applicable year. |
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(b) |
The Equity Award Adjustments for each applicable year include the average addition (or subtraction, as
applicable) of the following: (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. The valuation assumptions used
to calculate fair values did not materially differ from those disclosed at the time of grant. |
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| Named Executive Officers, Footnote |
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During the fiscal years 2024, 2023 and 2022, the principal executive officer (the “PEO”) was
Eric Brock.
|
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|
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| PEO Total Compensation Amount |
[1],[2] |
$ 219,288
|
$ 222,318
|
|
$ 228,451
|
|
| PEO Actually Paid Compensation Amount |
[3] |
$ 219,288
|
222,318
|
|
228,451
|
|
| Adjustment To PEO Compensation, Footnote |
|
The following table represents
the CAP calculation for the PEO and the NON-PEO NEO pursuant to the Regulation for the years ended December 31, 2024, 2023 and 2022.
| Named Executive Officer |
| Fiscal Year |
| Summary
Compensation
Table Total |
|
| Reported
Value of Equity
Awards(a) |
|
| Equity Award
Adjustments(b) |
|
| Compensation
Actually Paid |
|
| PEO |
| 2024 |
| $ |
219,288 |
|
| $ |
- |
|
| $ |
- |
|
| $ |
219,288 |
|
| |
| 2023 |
| $ |
222,318 |
|
| $ |
- |
|
| $ |
- |
|
| $ |
222,318 |
|
| |
| 2022 |
| $ |
228,451 |
|
| $ |
- |
|
| $ |
- |
|
| $ |
228,451 |
|
| NON-PEO NEO |
| 2024 |
| $ |
294,893 |
|
| $ |
(36,939 |
) |
| $ |
227,487 |
|
| $ |
485,441 |
|
| |
| 2023 |
| $ |
353,762 |
|
| $ |
(137,220 |
) |
| $ |
(67,794 |
) |
| $ |
148,748 |
|
| |
| 2022 |
| $ |
570,287 |
|
| $ |
(332,800 |
) |
| $ |
45,842 |
|
| $ |
283,329 |
|
|
(a) |
The Reported Value of Equity Awards represents the average of the amounts reported in the “Option
Awards” and “Stock Awards” columns in the Summary Compensation Table for the applicable year. |
|
(b) |
The Equity Award Adjustments for each applicable year include the average addition (or subtraction, as
applicable) of the following: (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. The valuation assumptions used
to calculate fair values did not materially differ from those disclosed at the time of grant. |
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| Non-PEO NEO Average Total Compensation Amount |
[2],[4] |
$ 294,893
|
353,762
|
|
570,287
|
|
| Non-PEO NEO Average Compensation Actually Paid Amount |
[3] |
$ 485,441
|
148,748
|
|
283,329
|
|
| Compensation Actually Paid vs. Total Shareholder Return |
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Compensation Actually Paid and Company TSR
The following chart sets forth
the relationship between Compensation Actually Paid to our PEO, the average of Compensation Actually Paid to our Non-PEO NEOs, and the
Company’s TSR over the three fiscal year period from 2022 through 2024.
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| Compensation Actually Paid vs. Net Income |
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Compensation Actually Paid and Net Loss
The following chart sets forth
the relationship between Compensation Actually Paid to our PEO, the average of Compensation Actually Paid to our Non-PEO NEOs, and the
Company’s Net Loss over the three fiscal year period from 2022 through 2024.
|
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|
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| Total Shareholder Return Amount |
[5] |
$ 41.58
|
16.4
|
|
17.04
|
|
| Net Income (Loss) |
[6] |
$ (38,007,757)
|
(44,844,872)
|
|
(73,241,805)
|
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| PEO Name |
|
Eric Brock
|
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| PEO | Reported Value of Equity Awards [Member] |
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| Pay vs Performance Disclosure |
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| Adjustment to Compensation, Amount |
[7] |
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| PEO | Equity Award Adjustments [Member] |
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| Pay vs Performance Disclosure |
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| Adjustment to Compensation, Amount |
[8] |
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| Non-PEO NEO | Reported Value of Equity Awards [Member] |
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| Pay vs Performance Disclosure |
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| Adjustment to Compensation, Amount |
[7] |
(36,939)
|
(137,220)
|
|
(332,800)
|
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| Non-PEO NEO | Equity Award Adjustments [Member] |
|
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|
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| Pay vs Performance Disclosure |
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| Adjustment to Compensation, Amount |
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$ 227,487
|
$ (67,794)
|
[8] |
$ 45,842
|
[8] |
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