DEF 14A of Ondas Inc., Apr 21, 2026

DEF 14A of Ondas Inc.

Filed Apr 21, 2026 · FY20250001213900-26-045735

Open on EDGAR

  1. Directors

    Directors Below are the names of and certain information regarding our directors:

  2. Directors

    | Name | Age | Position | | Eric A. Brock | 55 | Chairman, Chief Executive Officer, and President | | Richard M. Cohen | 75 | Director | | Randall P. Seidl | 62 | Director | | Jaspreet Sood | 52 | Director |

  3. Directors

    Eric A. Brock — Chairman of the Board, Chief Executive Officer, and President Mr. Brock has been the Chairman and Chief Executive Officer since 2018 and our President since June 9, 2023. Also, Mr. Brock has served as an officer and director of our subsidiaries since September 2018, including: Chairman of Ondas Networks Inc. (“Networks”) since September 2018; Chairman of the Board and President of Ondas Autonomous Systems Inc. (“OAS”) since December 2023 and Co-Chief Executive Officer of OAS since August 2024; Chairman of American Robotics, Inc. since August 2021 and Secretary of American Robotics, Inc. since November 2023; Chairman of Airobotics Ltd. since January 2023; and Chairman and Chief Executive Officer of Ondas Capital Inc. since September 2025. Mr. Brock served as Secretary and Treasurer of OAS from December 2023 to October 2025; Chief Executive Officer of American Robotics, Inc. from June 2023 to October 2023; and as Chief Executive Officer of Networks from September 2018 to January 2025. Mr. Brock is an entrepreneur with over 30 years of global banking and investing experience. He served as a founding Partner and Portfolio Manager with Clough Capital Partners, a Boston-based investment firm, from 2000 to 2017. Prior to Clough, Mr. Brock was an investment banker at Bear, Stearns & Co. and an accountant at Ernst & Young, LLP. Mr. Brock holds an MBA from the University of Chicago and a BS from Boston College.

  4. Non-Management Directors

    Non-Management Directors Richard M. Cohen — Director Mr. Cohen was appointed as one of our directors on September 28, 2018. Previously, he had served as a member of the Board of Networks from April 2016 to September 2018. He has been the President of Richard M Cohen Consultants since 1995, a company providing financial consulting services to both public and private companies. He has served as a director of Great Elm Capital Corp. (NASDAQ: GECC) since March 2022, Direct Digital Holdings, Inc. (NASDAQ: DRCT) since November 2021, 20/20 Biolabs, Inc. (NASDAQ: AIDX), and Smart For Life, Inc. (NASDAQ: SMFL) from February 2022 to October 2022. From March 2012 to July 2015, he was the Founder and Managing Partner of Chord Advisors, a firm providing outsourced CFO services to both public and private companies. From May 2012 to August 2013, he was the Interim CEO and member of the Board of Directors of CorMedix Inc. (NYSE: CRMD). From July 2008 to August 2012, Mr. Cohen was a member of the Audit Committee of Rodman and Renshaw, an investment banking firm. From July 2001 to August 2012, he was a partner with Novation Capital until its sale to a private equity firm. Mr. Cohen holds a BS with honors from the University of Pennsylvania (Wharton), an MBA from Stanford University and a CPA (inactive) from New York State. He is considered an expert to Chair the Audit Committee of a publicly traded company. Randall P. Seidl — Director Mr. Seidl was appointed as one of our directors on November 16, 2020. Mr. Seidl has served as Chief Executive Officer and a director of Rainwater Technologies (NASDAQ: RAIN) since January 2, 2025. In 2020, Mr. Seidl founded and continues to serve as Chairman of Sales Community, a sales social network with a mission to add value to technology sales professionals. In 2016, he founded and continues to serve as Chairman of Top Talent Recruiting, a boutique contingency-based recruiting business. In 2013, he founded and continues to serve as Chairman of Revenue Acceleration to help tech companies accelerate revenue growth. From 2009 to 2013, Mr. Seidl served as Sr. Vice President/General Manager of Hewlett Packard’s Americas and U.S. Enterprise Group. From 2006 to 2009, he served as Sr. Vice President/General Manager of Sun Microsystems’ North America business and as Vice President/General Manager for Financial Services. From 2004 to 2006, he served as Vice President/General Manager of East Region at StorageTek. From 2003 to 2004, he served as Chief Executive Officer and director at Permabit, from 2000 to 2003 was co-founder and Executive Vice President of GiantLoop, and from 1996 to 1999 was Chairman and Chief Executive Officer of Workgroup Solutions. He began his career at EMC Corporation, employee #33, holding various domestic and international positions including Vice President of Open Systems Sales for North America from 1985 to 1996. Since 2015, Mr. Seidl has served as director of Data Dynamics, a leader in enterprise data management, and since 2016 a director of ISG, the leader in claim and litigation support services for insurance and legal communities. He previously served as director of Datawatch Corporation (2015-2018, Nasdaq: DWCH, acquired by Altair). He continues to serve on the advisory boards and consults with ZoomInfo, AuctusIQ, TitanX, Sandler, and others. Mr. Seidl is a graduate of Boston College’s Carroll School of Management. Mr. Seidl serves as a Trustee Associated on Boston College’s Board of Trustees and the Board of Trustees of St. Sebastian’s School. He is also a member of Chief Executives Organization and Young Presidents’ Organization and is active with other charities. Jaspreet (Jas) Sood — Director Ms. Sood was appointed as one of our directors on January 19, 2021. Ms. Sood is a seasoned executive who has strategic expertise in the areas of sales, product management, P&L management, operational transformation and go to market strategies. Ms. Sood serves as President — Strategics West and US Healthcare for Palo Alto Networks (NYSE: PANW) since August 2025. Ms. Sood previously served as Senior Vice President of Sales — US Enterprise and Healthcare of Palo Alto Networks from August 2021 to August 2025. Prior to joining Palo Alto Networks, Ms. Sood held a variety of executive level positions with Hewlett Packard Enterprise (NYSE: HPE) and its predecessor companies in the areas of business operations, strategy, product management, and finance. Ms. Sood was employed by Hewlett Packard Enterprise and its predecessor companies for twenty-five years. Ms. Sood holds an MBA with an emphasis in Technology Management from Pepperdine University and a bachelor’s degree in Economics from the University of California, Irvine. In 2018, 2019, 2020, and 2021, she was honored as a “CRN Power 100 Woman of the Channel” and sales executive of the year in 2023. Ms. Sood is routinely featured as a guest speaker at various technology industry events. Family Relationships There are no family relationships between our executive officers and members of our Board.

  5. Board Matrix

    Board Matrix The matrix below summarizes certain of the key experiences, qualifications, skills, and attributes that our director nominees bring to the Board to enable effective oversight. This matrix is intended to provide a summary of our director nominees’ qualifications and is not a complete list of each director nominee’s strengths or contributions to the Board. Additional details on each director nominee’s experiences, qualifications, skills, and attributes are set forth in their biographies:

  6. Board Matrix

    | (As of April 9, 2026) | Eric Brock | Richard M. Cohen | Randall P. Seidl | Jaspreet Sood | | Skills and Experience | | | | | | Executive Leadership | • | • | • | • | | Industry Experience | • | | | | | Financial and Accounting | • | • | • | • | | Strategy and Innovation | • | • | • | • | | Cybersecurity/Artificial Intelligence | | | | • | | Risk Management | • | • | • | • | | Tenure and Independence | | | | | | Tenure (years) | 8 | 8 | 5 | 5 | | Independence | | • | • | • |

  7. Board Matrix

    The vote required to elect our four directors, each for a term expiring at the next annual meeting or until their successors are duly elected and qualified, is a plurality of the votes cast. The Board recommends that you vote “FOR” the election of each of the director nominees.

  8. CORPORATE GOVERNANCE

    CORPORATE GOVERNANCE

  9. Board of Directors

    Board of Directors The business and affairs of the Company are managed by or under the direction of the Board. The Board is currently composed of four members. The Board has not appointed a lead independent director; instead, the presiding director for each executive session is rotated among the Chairs of the committees of our Board. The Board held seven (7) meetings and took 26 actions by unanimous written consent during the year ended December 31, 2025. In 2025, each person serving as a director attended at least 75% of the total number of meetings of our Board and any Board committee on which he or she served. Our directors are expected to attend our Annual Meeting of Stockholders. Any director who is unable to attend our Annual Meeting is expected to notify the Chairman of the Board in advance of the Annual Meeting. All of our directors then serving attended the 2025 Annual Meeting of Stockholders.

  10. Executive and Director Compensation

    Executive and Director Compensation Summary Compensation Table The following table provides the compensation earned by our principal executive officer and other executive officers whose total compensation exceeded $100,000 for the fiscal years ended December 31, 2025 and 2024.

  11. Executive and Director Compensation

    | Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards ($) | Option Awards ($) | Non-Equity Incentive Plan Compensation ($) | Nonqualified Deferred Compensation Earnings ($) | All Other Compensation ($) | Total ($) | | Eric A. Brock(1) | 2025 | $350,000 | $50,000 | $— | $— | $— | $— | $26,066 | $426,066 | | (CEO) | 2024 | $200,000 | $— | $— | $— | $— | $— | $19,288 | $219,288 | | Neil Laird (CFO and Treasurer) | 2025(2) | $156,923 | $250,000 | $143,000 | $97,000 | $— | $— | $28,712(3) | $675,635 | | | 2024(4) | $— | | $15,578(5) | $— | $— | $— | $253,333 | $268,911 | | Patrick Huston(6) (COO, General Counsel and Secretary) | 2025 | $89,744 | $50,000 | $596,000 | $409,000 | $— | $— | $3,333 | $1,148,077 |

  12. Executive and Director Compensation

    ____________ (1) Mr. Brock’s All Other Compensation for 2025 and 2024 includes health insurance premiums paid on Mr. Brock’s behalf. (2) Mr. Laird was appointed as Chief Financial Officer, Treasurer and Secretary of the Company on June 22, 2025, pursuant to the Laird Agreement (as defined below). (3) All Other Compensation for 2025 includes post-employment benefits paid on Mr. Laird’s behalf totaling $10,346 and health insurance premiums totaling $18,366. (4) Mr. Laird served as Interim Chief Financial Officer, Treasurer and Secretary of the Company from June 21, 2024 to June 22, 2025, pursuant to the Services Agreement, dated June 21, 2024 with AM Consulting (the “Services Agreement”). All Other Compensation for 2024 includes consulting fees incurred for Mr. Laird’s services from June 21, 2024 through December 31, 2024. (5) Pursuant to the Services Agreement, Mr. Laird was issued warrants to purchase shares of Common Stock pursuant to the 2018 Plan. The warrants vested in four equal quarterly installments with the first vesting date commencing on September 21, 2024. (6) General Huston was appointed as our Chief Operating Officer and Secretary on December 16, 2025. General Huston has also served as the Company’s General Counsel since October 2025. All Other Compensation for 2025 includes post-employment benefits paid on General Huston’s behalf. Policies and Practices Related to the Grant of Certain Equity Awards. While we do not have a formal policy with respect to the timing of awards of stock options, stock appreciation rights, or similar option-like instruments to our NEOs, we do not grant such equity awards in anticipation of the release of material nonpublic information, and we do not time the release of material nonpublic information based on equity award grant dates or for the purpose of affecting the value of executive compensation. In certain circumstances, including the hiring, promotion, recognition, retention or other purposes, the Compensation Committee may approve grants to an officer to be effective at other times. The following table contains information required by Item 402(x)(2) of Regulation S-K about stock options granted to certain of the Company’s NEOs in the last completed fiscal year during the period from four business days before to one business day after the filing of the Company’s Annual Report on Form 10-K, the Company’s Quarterly Reports on Form 10-Q, or the filing or furnishing of any Current Report on Form 8-K that discloses material nonpublic information.

  13. Executive and Director Compensation

    | Name | Grant Date | Number of Securities Underlying the Award | Exercise Price of the Award ($/Sh) | Grant Date Fair Value of the Award | Percentage Change in the Closing Market Price of the Securities Underlying the Award Between the Trading Day Ending Immediately Prior to the Disclosure of Material Nonpublic Information and the Trading Day Beginning Immediately Following the Disclosure of Material Nonpublic Information | | Neil Laird | June 23, 2025 | 100,000 | $1.58 | $97,000 | 15.82% | | Patrick Huston | November 4, 2025 | 100,000 | $6.15 | $409,000 | (2.44)% |

  14. Executive and Director Compensation

    Outstanding Equity Awards at Fiscal Year End The following table provides the outstanding equity awards for our principal executive officer and other executive officers as of the year ended December 31, 2025 and 2024.

  15. Executive and Director Compensation

    | | Option Awards | | | | | | Stock Awards | | | | | Name and Principal Position | Grant Date | Number of securities underlying unexercised options (#) exercisable | Number of securities underlying unexercised options (#) unexercisable | Equity incentive plan awards: Number of securities underlying unexercised unearned options (#) | Option exercise price ($) | Option expiration date | Number of shares or units of stock that have not vested (#) | Market value of shares or units of stock that have not vested(1) ($) | Equity incentive plan awards: Number of unearned shares, units or other rights that have not vested (#) | Equity incentive plan awards: Market or payout value of unearned shares, units or other rights that have not vested ($) | | Eric A. Brock(2) | — | — | — | — | — | — | — | — | — | — | | (CEO) | | | | | | | | | | | | Neil Laird | 06/23/2025(3) | 25,000 | 75,000 | — | $1.58 | 06/23/2035 | — | — | — | — | | (CFO and Treasurer) | 06/23/2025(4) | — | — | — | — | — | 75,000 | $732,000 | — | — | | Patrick Huston | 11/4/2025(5) | 2,777 | 97,223 | — | $6.15 | 11/4/2035 | — | — | — | — | | (COO, General Counsel and Secretary) | 11/4/2025(6) | — | — | — | | | 100,000 | $976,000 | — | — |

  16. Executive and Director Compensation

    (1) Market value is calculated by multiplying the closing market price of the Company’s Common Stock at the end of the last completed fiscal year by the number of shares or units of stock. (2) As of December 31, 2025, Mr. Brock had no outstanding equity awards. (3) These stock options vest and are exercisable in eight successive equal quarterly installments with the first vesting date commencing on September 23, 2025. (4) These RSUs vest in eight successive equal quarterly installments with the first vesting date commencing on September 23, 2025. (5) These stock options vest and are exercisable in thirty-six successive equal monthly installments with the first vesting date commencing on December 4, 2025. (6) These RSUs vest in twelve successive equal quarterly installments with the first vesting date commencing on February 4, 2026. Employment Agreements with Executive Officers Eric Brock Eric Brock serves as our Chief Executive Officer pursuant to an employment agreement entered into on September 28, 2018 (the “Brock Agreement”). The Brock Agreement provides for a continuous term and may be terminated by either party at any time. Pursuant to the Brock agreement, Mr. Brock will receive an initial salary of $200,000 per annum, subject to annual review by our Board. Mr. Brock is eligible to participate in benefit plans generally available to our employees. During 2020, in response to COVID-19 employee furloughs, Mr. Brock accepted a pay reduction of 90% for the period from March 21 to May 19, 2020 and a 35% pay reduction from May 20 to December 15, 2020. Mr. Brock’s salary was returned to 100% effective December 16, 2020. On May 14, 2025, the Compensation Committee approved (i) an annual base salary of $400,000 for Mr. Brock, effective April 1, 2025 and (ii) a one-time discretionary bonus of $50,000. As part of the terms of the Brock Agreement, Mr. Brock entered into an Employment, Non-Competition, Confidential Information and Intellectual Property Assignment Agreement (the “Supplemental Agreement”). As part of the Supplemental Agreement, Mr. Brock agreed (i) not to engage in Competitive Business (as defined in the Supplemental Agreement) during his term of employment with us and for a period of 12 months following termination; (ii) not to disclose Confidential Information (as defined in the Supplemental Agreement), subject to certain customary carve-outs; and (iii) to assign to the Company any Intellectual Property (as defined in the Supplemental Agreement) developed using the Company’s resources or related to the Company’s business within the scope of and during the period of employment. Mr. Brock is entitled to severance compensation from the Company if his employment is terminated (i) without cause or (ii) due to “constructive termination” or (iii) due to disability, with these causes of termination being defined in the Brock Agreement. The severance compensation would consist of (i) accrued and vested benefits, and (ii) continued payment of the executive base salary and benefits for a period of six (6) months following Mr. Brock’s separation. Neil Laird Neil Laird serves as our Chief Financial Officer and Treasurer pursuant to an employment agreement with the Company entered into on June 23, 2025 (the “Laird Agreement”), effective June 22, 2025. Pursuant to the Laird Agreement, Mr. Laird will be paid an annual base salary of $300,000 and is eligible to participate in the benefits plan established for Company employees. Mr. Laird was also (i) paid a one-time discretionary bonus of $50,000 on July 1, 2025, (ii) granted 100,000 shares of the Company’s common stock underlying time-based restricted stock units, which vest in eight successive equal quarterly installments, and (iii) granted non-qualified stock options to purchase 100,000 shares of the Company’s common stock, which become exercisable in eight successive equal quarterly installments. On January 28, 2026, the Compensation Committee approved an annual base salary of $375,000, effective January 28, 2026. Pursuant to the Laird Agreement, Mr. Laird is an at-will employee of the Company. If (i) Mr. Laird is terminated by the Company without Cause (as defined in the Employment Agreement), (ii) Mr. Laird terminates his employment due to Constructive Termination (as defined in the Laird Agreement), or (iii) Mr. Laird’s employment terminates as a result of his disability, the Company will provide Mr. Laird the following compensation: (a) Accrued Obligations (as defined in the Employment Agreement) through the date of termination and (b) reimbursement for all COBRA premium continuation payments for Mr. Laird and his eligible dependents for every benefit for which COBRA is applicable, for a period of six (6) months following the date of termination. Additionally, if Mr. Laird is terminated in connection with a Change in Control (as defined in the Laird Agreement), the Company will provide Mr. Laird the following compensation: (i) Accrued Obligations (as defined in the Employment Agreement) through the date of termination, (ii) continued payment of base salary and plan benefits on a monthly basis for a period of six (6) months, following the date of termination, including reimbursement for all COBRA premium continuation payments for Mr. Laird and his eligible dependents for every benefit for which COBRA is applicable, for a period of six (6) months following the date of termination, and (iii) immediately accelerate vesting for all outstanding restricted stock units and stock options. Patrick Huston Patrick Huston serves as our Chief Operating Officer, General Counsel and Secretary pursuant to an employment agreement with the Company entered into on October 22, 2025 (the “Huston Agreement”), effective October 13, 2025. Pursuant to the Huston Agreement, General Huston will be paid an annual base salary of $400,000 and will be eligible to participate in the benefits plan established for Company employees. General Huston was also granted (i) 100,000 shares of the Company’s common stock underlying time-based restricted stock units, which shall vest in twelve successive equal quarterly installments and (ii) non-qualified stock options to purchase 100,000 shares of the Company’s common stock, which shall become exercisable in twelve successive equal quarterly installments. Pursuant to the Huston Agreement, General Huston will be an at-will employee of the Company. If (i) General Huston is terminated by the Company without Cause (as defined in the Huston Agreement), (ii) General Huston terminates his employment due to Constructive Termination (as defined in the Huston Agreement), or (iii) General Huston’s employment terminates as a result of his disability, the Company will provide General Huston the following compensation: (a) Accrued Obligations (as defined in the Huston Agreement) through the date of termination and (b) reimbursement for all COBRA premium continuation payments for General Huston and his eligible dependents for every benefit for which COBRA is applicable, for a period of six (6) months following the date of termination. Director Compensation

  17. Executive and Director Compensation

    On January 25, 2021, the Compensation Committee approved the Director Compensation Policy (the “2021 Policy”). The 2021 Policy is applicable to all directors that are not employees or compensated consultants of the Company. Pursuant to the 2021 Policy, the cash compensation to non-employee directors will be the following: (i) quarterly board cash retainer — $2,500; (ii) additional Board Chair retainer — $2,000; (iii) additional Audit Committee Chair retainer — $2,000; (iv) additional Compensation Committee Chair retainer — $2,000; and (v) additional N&CG Committee Chair retainer — $1,000. Also, pursuant to the 2021 Policy, the annual equity award to non-employee directors will be restricted stock units representing $60,000. Also, pursuant to the 2021 Policy, non-employee directors will be reimbursed for reasonable out-of-pocket business expenses incurred in connection with business related to the Board. On August 21, 2025, the Compensation Committee approved the Amended and Restated Non-Employee Director Compensation Policy, which, among other things, amends the 2021 Policy to (i) increase the quarterly board cash retainer to $12,000 and (ii) increase the annual equity awards to non-employee directors to restricted stock units representing $100,000.

  18. Executive and Director Compensation

    | Name | Fees Earned or Paid in Cash ($) | Stock awards ($)(1) | Option awards ($)(1) | All other compensation ($) | Total ($) | | Richard M. Cohen | 37,543 | 118,760 | — | — | 156,303 | | Randall P. Seidl | 33,543 | 118,760 | — | — | 152,303 | | Jaspreet Sood | 25,543 | 118,760 | — | — | 144,303 | | Ron Stern | — | — | 4,125,352(2) | 1,766,610(2) | 5,891,962 |

  19. Executive and Director Compensation

    (1) The amounts reflected in this column represent the aggregate grant date fair value of the awards made during each respective year, as computed in accordance with FASB ASC Topic 718. For additional information related to the measurement of stock-based compensation awards, see Note 12 — Stockholders’ Equity and Stock-based Compensation of the accompanying Consolidated Financial Statements. (2) On January 6, 2025, the Company entered into that certain Directorship Agreement, by and between the Company and Mr. Stern (the “Directorship Agreement”), pursuant to which, Mr. Stern was appointed a director of the Company and was compensated a fixed cash retainer of $15,000 plus VAT per month during the period he served as a director. Mr. Stern was also compensated with (i) a one-time signing bonus of $100,000 plus VAT if applicable at the time of the Directorship Agreement; (ii) a $500,000 cash bonus plus VAT upon and subject to the consummation of a certain events (as described in the Directorship Agreement); and (iii) a grant of options on January 7, 2025 to purchase 2,876,944 shares of common stock of the Company pursuant to the 2021 Plan, with an exercise price of $2.69. On March 22, 2026, the Compensation Committee approved the Second Amended and Restated Non-Employee Director Compensation Policy which, among other things, amends the policy to (i) increase the quarterly board cash retainer to $25,000, (ii) increase the annual equity awards to non-employee directors to restricted stock units representing $280,000, and (iii) increase the additional N&CG Committee Chair retainer to $2,000, effective January 1, 2026.

  20. PAY VERSUS PERFORMANCE

    PAY VERSUS PERFORMANCE

  21. Pay Versus Performance Disclosure

    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, 2025, 2024 and 2023.

  22. Pay Versus Performance Disclosure

    | Fiscal Year | Summary Compensation Table Total for Principal Executive Officer (“PEO”)(1)(3) | Compensation Actually Paid to PEO(4) | Average Summary Compensation Table Total for Non-PEO NEOs(2)(3) | Average Compensation Actually Paid to Non-PEO NEOs(4) | Value of Initial Fixed $100 Investment Based On Total Shareholder Return(5) | Net Loss(6) | | 2025 | $426,066 | $426,066 | $911,856 | $1,646,701 | $613.84 | $(133,381,301) | | 2024 | $219,288 | $219,288 | $294,893 | $485,441 | $175.47 | $(38,007,757) | | 2023 | $222,318 | $222,318 | $353,762 | $148,748 | $96.23 | $(44,844,872) |

  23. Pay Versus Performance Disclosure

    ____________ (1) During the fiscal years 2025, 2024, and 2023, the PEO was Eric Brock. (2) During the fiscal year 2025, the Non-PEO Named Executive Officers (“Non-PEO NEOs”) were Neil Laird and Patrick Huston. General Huston was appointed as an executive officer of the Company on December 17, 2025. During the fiscal year 2024, the Non-PEO NEOs were 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 NEOs were Yishay Curelaru, Derek Reisfield and Reese Mozer. Mr. Curelaru was appointed as an executive officer of the Company on September 19, 2023 and Mr. Mozer was appointed as an executive officer of the Company on February 14, 2023. (3) The Summary Compensation Table Total column (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 NEOs, 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. (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, 2022. 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 NEOs pursuant to the Regulation for the years ended December 31, 2025, 2024, and 2023.

  24. Pay Versus Performance Disclosure

    | Named Executive Officer | Fiscal Year | Summary Compensation Table Total | Reported Value of Equity Awards(a) | Equity Award Adjustments(b) | Compensation Actually Paid | | PEO | 2025 | $426,066 | $— | $— | $426,066 | | | 2024 | $219,288 | $— | $— | $219,288 | | | 2023 | $222,318 | $— | $— | $222,318 | | NON-PEO NEOs | 2025 | $911,856 | $(622,500) | $1,357,345 | $1,646,701 | | | 2024 | $294,893 | $(36,939) | $227,487 | $485,441 | | | 2023 | $353,762 | $(137,220) | $(67,794) | $148,748 |

  25. Pay Versus Performance Disclosure

    (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 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 valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of grant.

  26. Compensation Actually Paid and Company TSR

    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 2023 through 2025.

  27. Compensation Actually Paid and Net Loss

    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 2023 through 2025.