Pay vs Performance Disclosure - USD ($)
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12 Months Ended |
May 31, 2025 |
May 31, 2024 |
May 31, 2023 |
| Pay vs Performance Disclosure |
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| Pay vs Performance Disclosure, Table |
The following table presents information regarding our executive compensation pay relative to corporate performance of our principal executive officers (“PEOs”), and non-PEO named executive officers (“non-PEO NEOs”) for fiscal years 2025, 2024 and 2023.
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Value |
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Average |
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Average |
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of Initial |
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Summary |
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Compensation |
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Fixed $100 |
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Summary |
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Summary |
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Summary |
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Compensation |
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Actually |
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Investment |
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Compensation |
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Compensation |
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Compensation |
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Compensation |
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Compensation |
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Compensation |
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Table Total |
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Paid |
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Based |
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Table Total |
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Actually Paid |
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Table Total |
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Actually Paid |
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Table Total |
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Actually Paid |
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For |
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to |
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On Total |
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Net Income |
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For Jacob |
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To Jacob |
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For Antonio |
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To Antonio |
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For Cyrus |
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To Cyrus |
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Non-PEO |
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Non-PEO |
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Shareholder |
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(Loss) |
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Lalezari |
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Lalezari(4) |
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Migliarese |
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Migliarese(4) |
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Arman |
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Arman(4) |
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NEOs |
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NEOs |
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Return |
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(In Thousands) |
Year |
|
($) |
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($) |
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($) |
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($) |
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($) |
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($) |
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($) |
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($) |
|
($) |
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($) |
2025(1) |
|
783,850 |
|
1,314,782 |
|
— |
|
— |
|
— |
|
— |
|
499,007 |
|
529,543 |
|
209.94 |
|
3,745 |
2024 (2) |
|
685,366 |
|
636,594 |
|
483,241 |
|
(9,545) |
|
387,587 |
|
185,833 |
|
397,114 |
|
376,750 |
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61.53 |
|
(49,841) |
2023(3) |
|
— |
|
— |
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1,757,283 |
|
1,587,129 |
|
1,528,411 |
|
915,401 |
|
1,365,675 |
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1,431,753 |
|
81.25 |
|
(79,824) |
| (1) |
Dr. Lalezari served as the Company’s PEO for the 2025 fiscal year, and Mr. Blok, Mr. Cohen, and Mr. Hoffman were the Company’s non-PEO NEOs.
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| (2) |
Dr. Lalezari, Mr. Migliarese and Dr. Arman each served as the Company’s PEO for a portion of the 2024 fiscal year, and Mr. Blok and Mr. Cohen were the Company’s non-PEO NEOs. |
| (3) |
Mr. Migliarese and Dr. Arman each served as the Company’s PEO for a portion of the 2023 fiscal year, and Scott Kelly, M.D., and Nitya Ray, Ph.D., were the Company’s non-PEO NEOs. |
| (4) |
The amounts shown for Compensation Actually Paid have been calculated in accordance with Item 402(v) of Regulation S-K and do not reflect compensation actually earned, realized, or received by the Company’s NEOs. These amounts reflect the Summary Compensation Table Total with certain adjustments as described in the tables below. |
Compensation Actually Paid reflects adjustments to the values of awards of stock options shown in the Summary Compensation Table for the 2025 fiscal year as set forth in the tables below.
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Change in |
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Fair |
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Change in |
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Change in |
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Value of |
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Fair |
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Fair |
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Unvested |
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Value of |
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Value of |
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Equity |
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Equity |
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Unvested |
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Awards |
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Awards |
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Equity |
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that Vested |
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Deduction for Fair |
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Granted |
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Awards |
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During |
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Value of |
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during |
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From Prior |
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Year from |
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Dividends Paid |
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Awards Granted |
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Summary |
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Year that |
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Year- |
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Prior Year- |
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on Awards |
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in Prior Years |
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Compensation |
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Remained |
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End to |
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end to |
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During Year |
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that |
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Compensation |
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Table |
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Unvested at |
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Current |
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Vesting |
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Prior to |
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Were Forfeited |
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Actually |
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Total |
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Year-end |
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Year-end |
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Date |
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Vesting Date |
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During Year |
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Paid |
PEO Year |
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($) |
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($) |
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($) |
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($) |
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($) |
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($) |
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($) |
2025 – Jacob Lalezari |
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783,850 |
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344,504 |
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189,754 |
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(3,326) |
|
— |
|
— |
|
1,314,782 |
2024 – Jacob Lalezari |
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685,366 |
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(48,772) |
|
— |
|
— |
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— |
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— |
|
636,594 |
2024 – Antonio Migliarese |
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483,241 |
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— |
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— |
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(27,661) |
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— |
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(465,125) |
|
(9,545) |
2024 – Cyrus Arman |
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387,587 |
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(13,349) |
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— |
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(20,301) |
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— |
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(168,104) |
|
185,833 |
2023 – Antonio Migliarese |
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1,757,283 |
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(415,142) |
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(10,348) |
|
255,336 |
|
— |
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— |
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1,587,129 |
2023 – Cyrus Arman |
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1,528,411 |
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(613,010) |
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— |
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— |
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— |
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— |
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915,401 |
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Average |
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Change in |
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Average |
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Fair |
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Change for |
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Average |
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Value of |
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Year- |
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Change in |
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Unvested |
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end Fair |
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Fair |
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Equity |
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Value of |
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Value of |
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Awards |
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Equity |
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Unvested |
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that |
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Awards |
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Equity |
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Vested |
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Average |
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Granted |
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Awards |
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During |
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Average |
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Deduction for Fair |
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Average |
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during |
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From |
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Year from |
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Dividends Paid |
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Value of |
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Summary |
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Year that |
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Prior |
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Prior |
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on Awards |
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Awards Granted |
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Average |
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Compensation |
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Remained |
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Year-End to |
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Year-end to |
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During Year |
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in Prior Years that |
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Compensation |
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Table |
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Unvested at |
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Current |
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Vesting |
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Prior to |
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Were Forfeited |
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Actually |
NON-PEO |
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Total |
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Year-end |
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Year-end |
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Date |
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Vesting Date |
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During Year |
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Paid |
NEOS YEAR |
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($) |
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($) |
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($) |
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($) |
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($) |
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($) |
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($) |
2025 |
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499,007 |
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12,999 |
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17,230 |
|
307 |
|
— |
|
— |
|
529,543 |
2024 |
|
397,114 |
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(14,832) |
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(4,662) |
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(870) |
|
— |
|
— |
|
376,750 |
2023 |
|
1,365,675 |
|
— |
|
— |
|
213,893 |
|
— |
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(147,815) |
|
1,431,753 |
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|
| Named Executive Officers, Footnote |
| (1) |
Dr. Lalezari served as the Company’s PEO for the 2025 fiscal year, and Mr. Blok, Mr. Cohen, and Mr. Hoffman were the Company’s non-PEO NEOs.
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|
| (2) |
Dr. Lalezari, Mr. Migliarese and Dr. Arman each served as the Company’s PEO for a portion of the 2024 fiscal year, and Mr. Blok and Mr. Cohen were the Company’s non-PEO NEOs. |
|
| (3) |
Mr. Migliarese and Dr. Arman each served as the Company’s PEO for a portion of the 2023 fiscal year, and Scott Kelly, M.D., and Nitya Ray, Ph.D., were the Company’s non-PEO NEOs. |
|
| Adjustment To PEO Compensation, Footnote |
| (4) |
The amounts shown for Compensation Actually Paid have been calculated in accordance with Item 402(v) of Regulation S-K and do not reflect compensation actually earned, realized, or received by the Company’s NEOs. These amounts reflect the Summary Compensation Table Total with certain adjustments as described in the tables below. |
Compensation Actually Paid reflects adjustments to the values of awards of stock options shown in the Summary Compensation Table for the 2025 fiscal year as set forth in the tables below.
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Change in |
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Fair |
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Change in |
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Change in |
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Value of |
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Fair |
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Fair |
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Unvested |
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Value of |
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Value of |
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Equity |
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Equity |
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Unvested |
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Awards |
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Awards |
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Equity |
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that Vested |
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Deduction for Fair |
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Granted |
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Awards |
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During |
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Value of |
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during |
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From Prior |
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Year from |
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Dividends Paid |
|
Awards Granted |
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|
|
Summary |
|
Year that |
|
Year- |
|
Prior Year- |
|
on Awards |
|
in Prior Years |
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|
|
|
Compensation |
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Remained |
|
End to |
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end to |
|
During Year |
|
that |
|
Compensation |
|
|
Table |
|
Unvested at |
|
Current |
|
Vesting |
|
Prior to |
|
Were Forfeited |
|
Actually |
|
|
Total |
|
Year-end |
|
Year-end |
|
Date |
|
Vesting Date |
|
During Year |
|
Paid |
PEO Year |
|
($) |
|
($) |
|
($) |
|
($) |
|
($) |
|
($) |
|
($) |
2025 – Jacob Lalezari |
|
783,850 |
|
344,504 |
|
189,754 |
|
(3,326) |
|
— |
|
— |
|
1,314,782 |
2024 – Jacob Lalezari |
|
685,366 |
|
(48,772) |
|
— |
|
— |
|
— |
|
— |
|
636,594 |
2024 – Antonio Migliarese |
|
483,241 |
|
— |
|
— |
|
(27,661) |
|
— |
|
(465,125) |
|
(9,545) |
2024 – Cyrus Arman |
|
387,587 |
|
(13,349) |
|
— |
|
(20,301) |
|
— |
|
(168,104) |
|
185,833 |
2023 – Antonio Migliarese |
|
1,757,283 |
|
(415,142) |
|
(10,348) |
|
255,336 |
|
— |
|
— |
|
1,587,129 |
2023 – Cyrus Arman |
|
1,528,411 |
|
(613,010) |
|
— |
|
— |
|
— |
|
— |
|
915,401 |
|
|
|
| Non-PEO NEO Average Total Compensation Amount |
$ 499,007
|
$ 397,114
|
$ 1,365,675
|
| Non-PEO NEO Average Compensation Actually Paid Amount |
$ 529,543
|
376,750
|
1,431,753
|
| Adjustment to Non-PEO NEO Compensation Footnote |
| (4) |
The amounts shown for Compensation Actually Paid have been calculated in accordance with Item 402(v) of Regulation S-K and do not reflect compensation actually earned, realized, or received by the Company’s NEOs. These amounts reflect the Summary Compensation Table Total with certain adjustments as described in the tables below. |
Compensation Actually Paid reflects adjustments to the values of awards of stock options shown in the Summary Compensation Table for the 2025 fiscal year as set forth in the tables below.
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Average |
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Change in |
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Average |
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Fair |
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Change for |
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Average |
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Value of |
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Year- |
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Change in |
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Unvested |
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end Fair |
|
Fair |
|
Equity |
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Value of |
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Value of |
|
Awards |
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|
|
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|
Equity |
|
Unvested |
|
that |
|
|
|
|
|
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|
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|
Awards |
|
Equity |
|
Vested |
|
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|
Average |
|
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|
|
Granted |
|
Awards |
|
During |
|
Average |
|
Deduction for Fair |
|
|
|
|
Average |
|
during |
|
From |
|
Year from |
|
Dividends Paid |
|
Value of |
|
|
|
|
Summary |
|
Year that |
|
Prior |
|
Prior |
|
on Awards |
|
Awards Granted |
|
Average |
|
|
Compensation |
|
Remained |
|
Year-End to |
|
Year-end to |
|
During Year |
|
in Prior Years that |
|
Compensation |
|
|
Table |
|
Unvested at |
|
Current |
|
Vesting |
|
Prior to |
|
Were Forfeited |
|
Actually |
NON-PEO |
|
Total |
|
Year-end |
|
Year-end |
|
Date |
|
Vesting Date |
|
During Year |
|
Paid |
NEOS YEAR |
|
($) |
|
($) |
|
($) |
|
($) |
|
($) |
|
($) |
|
($) |
2025 |
|
499,007 |
|
12,999 |
|
17,230 |
|
307 |
|
— |
|
— |
|
529,543 |
2024 |
|
397,114 |
|
(14,832) |
|
(4,662) |
|
(870) |
|
— |
|
— |
|
376,750 |
2023 |
|
1,365,675 |
|
— |
|
— |
|
213,893 |
|
— |
|
(147,815) |
|
1,431,753 |
|
|
|
| Total Shareholder Return Amount |
$ 209.94
|
61.53
|
81.25
|
| Net Income (Loss) |
$ 3,745,000
|
(49,841,000)
|
(79,824,000)
|
| PEO Name |
Dr. Lalezari
|
|
|
| Jacob Lalezari |
|
|
|
| Pay vs Performance Disclosure |
|
|
|
| PEO Total Compensation Amount |
$ 783,850
|
685,366
|
|
| PEO Actually Paid Compensation Amount |
1,314,782
|
636,594
|
|
| Antonio Migliarese |
|
|
|
| Pay vs Performance Disclosure |
|
|
|
| PEO Total Compensation Amount |
|
483,241
|
1,757,283
|
| PEO Actually Paid Compensation Amount |
|
(9,545)
|
1,587,129
|
| Cyrus Arman |
|
|
|
| Pay vs Performance Disclosure |
|
|
|
| PEO Total Compensation Amount |
|
387,587
|
1,528,411
|
| PEO Actually Paid Compensation Amount |
|
185,833
|
915,401
|
| PEO | Jacob Lalezari | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested |
|
|
|
| Pay vs Performance Disclosure |
|
|
|
| Adjustment to Compensation, Amount |
344,504
|
(48,772)
|
|
| PEO | Jacob Lalezari | 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 |
189,754
|
|
|
| PEO | Jacob Lalezari | 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 |
(3,326)
|
|
|
| PEO | Antonio Migliarese | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested |
|
|
|
| Pay vs Performance Disclosure |
|
|
|
| Adjustment to Compensation, Amount |
|
|
(415,142)
|
| PEO | Antonio Migliarese | 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 |
|
|
(10,348)
|
| PEO | Antonio Migliarese | 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 |
|
(27,661)
|
255,336
|
| PEO | Antonio Migliarese | Equity Awards Adjustments Change In Fair Value Of Awards Granted In Prior Years Forfeited During Current Year [Member] |
|
|
|
| Pay vs Performance Disclosure |
|
|
|
| Adjustment to Compensation, Amount |
|
(465,125)
|
|
| PEO | Cyrus Arman | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested |
|
|
|
| Pay vs Performance Disclosure |
|
|
|
| Adjustment to Compensation, Amount |
|
(13,349)
|
(613,010)
|
| PEO | Cyrus Arman | 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 |
|
(20,301)
|
|
| PEO | Cyrus Arman | Equity Awards Adjustments Change In Fair Value Of Awards Granted In Prior Years Forfeited During Current Year [Member] |
|
|
|
| Pay vs Performance Disclosure |
|
|
|
| Adjustment to Compensation, Amount |
|
(168,104)
|
|
| 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 |
12,999
|
(14,832)
|
|
| 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 |
17,230
|
(4,662)
|
|
| 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 |
$ 307
|
$ (870)
|
213,893
|
| Non-PEO NEO | Equity Awards Adjustments Change In Fair Value Of Awards Granted In Prior Years Forfeited During Current Year [Member] |
|
|
|
| Pay vs Performance Disclosure |
|
|
|
| Adjustment to Compensation, Amount |
|
|
$ (147,815)
|