What changed in this filing

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Item 9A. Controls and Procedures

2026-03-19 compared with 2025-03-12 · 2509 added, 1684 removed, 313 unchanged (93% of the section changed)

Controls and Procedures

Evaluation of Disclosure Controls and Procedures

We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our reports under the Exchange Act, is recorded, processed, summarized and reported within the time periods specified in the rules and forms, and that such information is accumulated and communicated to us, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

In designing and evaluating our disclosure controls and procedures, we recognize that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, as ours are designed to do, and we apply our judgment in evaluating whether the benefits of the controls and procedures that we adopt outweigh their costs.

As required by Rule 13 a- 15 (b) of the Exchange Act, an evaluation as of December 31, 2024 , was conducted under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of our disclosure controls and procedures (as defined in Rule 13 a- 15 (e) under the Exchange Act).

Based on this evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures, as of December 31, 2024 , were effective.

Management’s Report on Internal Control Over Financial Reporting

Management is responsible for establishing and maintaining adequate internal control over financial reporting as such term is defined in Rule 13 a- 15 (f) under the Exchange Act.

Internal control over financial reporting is a process designed under the supervision and with the participation of our management including our Chief Executive Officer and Chief Financial Officer to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.

Our internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets:

(ii) provide reasonable assurance (a) transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting policies (b) our receipts and expenditures are being made only in accordance with authorizations of our management and directors:

and (c) regarding the prevention or timely detection of the unauthorized acquisition use or disposition of assets that could have a material effect on our financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.

Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions or that the degree of compliance with the policies or procedures may deteriorate.

As of December 31, 2024 , our management conducted an evaluation of the effectiveness of our internal control over financial reporting using the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control – Integrated Framework ( 2013 ).

Based on this evaluation, our management concluded that, as of December 31, 2024 our internal control over financial reporting was effective.

Changes in Internal Control over Financial Reporting

There was no change in our internal control over financial reporting as such term is defined in Rules 13 a- 15 (f) and 15 d- 15 (f) under the Exchange Act, that occurred during the three months ended December 31, 2024 that has materially affected or is reasonably likely to materially affect our internal control over financial reporting.

of Disclosure Controls and Procedures

maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our reports under

the Exchange Act, is recorded, processed, summarized and reported within the time periods specified in the rules and forms, and that

such information is accumulated and communicated to us, including our Chief Executive Officer and Chief Financial Officer, as appropriate,

to allow timely decisions regarding required disclosure.

In designing and evaluating our disclosure controls and procedures, we recognize

that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired

control objectives, as ours are designed to do, and we apply our judgment in evaluating whether the benefits of the controls and procedures

that we adopt outweigh their costs.

required by Rule 13a-15(b) of the Exchange Act, an evaluation as of December 31, 2025, was conducted under the supervision and with the

participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of our disclosure

controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act).

Based on this evaluation, our Chief Executive Officer

and Chief Financial Officer concluded that our disclosure controls and procedures, as of December 31, 2025, were not effective due to

the material weakness described below.

Report on Internal Control Over Financial Reporting

is responsible for establishing and maintaining adequate internal control over financial reporting as such term is defined in Rule 13a-15(f)

under the Exchange Act.

Internal control over financial reporting is a process designed under the supervision and with the participation

of our management including our Chief Executive Officer and Chief Financial Officer to provide reasonable assurance regarding the reliability

of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting

Our internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance

of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets:

(ii) provide reasonable

assurance (a) transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted

accounting policies (b) our receipts and expenditures are being made only in accordance with authorizations of our management and directors:

and (c) regarding the prevention or timely detection of the unauthorized acquisition use or disposition of assets that could have a material

effect on our financial statements.

of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.

Also, projections of

any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions

or that the degree of compliance with the policies or procedures may deteriorate.

of December 31, 2025, our management conducted an evaluation of the effectiveness of our internal control over financial reporting using

the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control – Integrated

Framework (2013).

Based on this evaluation, our management concluded that, as of December 31, 2025 our internal control over financial

reporting was not effective solely due to the material weakness described below.

In connection with the preparation of our annual consolidated financial

statements for the year ended December 31, 2025, management identified a deficiency in its internal control over financial reporting related

to the accuracy of its lease accounting.

The Company previously recorded a lease modification in conjunction with the lease expansion

of its Rockaway location in the second quarter of 2024.

During the fourth quarter of 2025, the Company discovered an error in the lease

payments used in the initial calculations in conjunction with the lease modification.

While the error did not result in a material misstatement

or a restatement of the Company’s consolidated financial statements, management concluded that there is a reasonable possibility

that a material misstatement could have occurred without being prevented or detected on a timely basis, and therefore, the control deficiency

was deemed to be a material weakness.

Management has initiated remediation measures designed to address

the material weakness identified above.

These measures include the implementation of an enhanced review control over the accounting for

leases and any other significant non-routine transactions, including enhanced management review and approval procedures.

the Company hired a new controller in September 2025 who management believes has the technical accounting skills and breadth of supervisory

and review skills necessary to oversee the accounting function.

The material weakness will be considered

remediated once the applicable controls have been fully implemented, have operated for a sufficient period of time, and have been tested

for operating effectiveness which we believe will occur by the end of our second quarter of 2026.

in Internal Control over Financial Reporting

was no change in our internal control over financial reporting as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange

Act, that occurred during the three months ended December 31, 2025 that has materially affected or is reasonably likely to materially

affect our internal control over financial reporting.

Other Information

Director and Officer Trading Plans and Arrangements

During the three months ended December 31, 2024, n o n e of our directors or officers adopted , made certain modifications or terminated a “ Rule 10b5-1 trading arrangement ” or “ non-Rule 10b5-1 trading arrangement ,” as each term is defined in Item 408(a) of Regulation S-K.

and Officer Trading Plans and Arrangements

the three months ended December 31, 2025, none of our directors or officers adopted ,

made certain modifications

or terminated

a “Rule 10b5-1 trading arrangement” or “non-Rule

10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.

Executive Officer Transition

As of March 17, 2026,

Goldberger notified the Company of his intention to retire as our Chief Executive Officer effective April 1, 2026 (the

“Separation Date”).

Goldberger also resigned as a member of the Company’s Board effective March 17, 2026.

connection with Mr.

Goldberger’s resignation as a member of the Company’s Board, the size of the Board was decreased by

resolution of the Board from eight to seven members, effective on the date of Mr.

Goldberger’s resignation from the Board.

Goldberger indicated to the Company that his

decision to retire as Chief Executive Officer, and resign as a member of the Company’s Board, was not a result of any disagreement

with the Company, the Board or the Company’s management on any matter relating to the Company’s operations, policies, or practices.

Effective as of March 17, 2026, the Company and Mr.

entered into a separation agreement pursuant to which Mr.

Goldberger has agreed to provide advisory and transition services to the Company

following the Separation Date for a period of one (1) year (the “Consulting Period”).

Pursuant to and subject to the conditions

set forth in the agreement, including execution of a customary release, effective as of the Separation Date, 20,305 restricted stock

units (“RSUs”) previously granted to Mr.

Goldberger shall vest on a prorated basis in accordance with the vesting provisions

of the applicable award agreements.

During the Consulting Period, an additional 43,200 RSUs that did not vest on a prorated basis as

of April 1, 2026 shall continue to vest, subject to his continued consulting services under the agreement through the applicable vesting

dates, in equal monthly installments of 3,600 RSUs per month.

Goldberger’s remaining unvested 30,306

RSUs shall be forfeited and cancelled without consideration as of the Separation Date.

Additionally, pursuant to and subject to the terms

and conditions of the agreement, the Company will pay all amounts comprising Mr.

Goldberger’s Accrued Obligations as defined in

our Executive Severance Policy, including Mr.

Goldberger’s unpaid base salary earned through the Separation Date, any accrued and

unused paid time off in accordance with Company policy, reimbursable business expenses reasonably incurred through the Separation Date,

and any vested benefits under applicable benefit plans of the Company, in each case in accordance with applicable law and Company policy

(the “Accrued Obligations”).

Pursuant to the agreement, and in accordance with our Executive Severance Policy, Mr.

will also receive a cash severance payment of $1,200,098, payable in installments over the 12-month period commencing

on the Company’s first regular payroll date following the Separation Date.

The agreement also provides Mr.

Goldberger the right,

but not the obligation, to invest on a pari passu basis to other investors in connection with any offering of the Company’s equity

securities to third party investors for capital raising purposes through August 31, 2028, on the terms, conditions and limitations set

forth in the agreement.

The foregoing summary of the agreement does not purport to be complete and is qualified in its entirety by reference

to the full text of the agreement, which is filed herewith as Exhibit 10.30 and is incorporated by reference herein.

The representations,

warranties and covenants in the agreement were made only for purposes of such agreement and as of specific dates and were solely for the

benefit of the parties to such agreement.

Effective April 1, 2026, Joshua S.

Lev, the Company’s Chief

Financial Officer, will assume the role of Interim President and will serve as the Company’s principal executive officer for purposes

of the Company’s SEC filings while the Board conducts a search for a permanent Chief Executive Officer.

Lev will continue to

serve as our Chief Financial Officer.

In connection with his appointment as Interim President, (i) Mr.

Lev’s base salary was increased

from $433,675 to $470,000, (ii) Mr.

Lev’s annual target discretionary bonus was increased to 45% of his annual base salary and

Lev was granted 45,000 RSUs.

The shares of common stock issuable pursuant to such RSUs will vest on December 31, 2026, subject

Lev’s continued employment through such date.

Such RSUs are also subject to potential acceleration of vesting upon a double-trigger

change in control as defined in our Executive Severance Policy.

Additionally, if Mr.

Lev is removed as Interim President, the Company

shall make a $25,000 cash payment to Mr.

In addition, on March 13, 2026, the Company and Michael

Fox entered into an offer letter (the “Fox Agreement”), pursuant to which Mr.

Fox has agreed to serve as the Company’s

Chief Operating Officer, effective April 17, 2026 or such other date as we shall mutually agree (the “Start Date”).

Agreement provides for an annual base salary of $505,000, less applicable withholding taxes and other deductions, paid semi-monthly in

accordance with the Company’s customary payroll practices (subject to annual review, and as such amount may be adjusted from time

to time at the Company’s discretion).

In addition, Mr.

Fox is entitled to receive, subject to employment on the applicable date

of bonus payout, an annual target discretionary bonus of up to 40% of his annual base salary, payable at the discretion of the Board or

the compensation committee.

Pursuant to the Fox Agreement, Mr.

Fox is also eligible for future equity grants under the Company’s

long-term incentive equity program, healthcare benefits as may be provided from time to time to employees generally, to participate in

the Company’s 401(k) plan, and paid time off annually in accordance with our policies in effect from time to time.

The Fox Agreement

also provides for an inaugural grant of 70,000 RSUs, which shall vest one-third on each anniversary of the Start Date (subject to Mr.

Fox remaining employed in good standing by the Company on any applicable vesting date).

Such RSUs are also subject to potential acceleration

of vesting upon a double-trigger change in control as defined in the Executive Severance Policy.

Such RSUs will be granted outside of

the Company’s 2018 Omnibus Equity Incentive Plan, as an inducement material to Mr.

Fox’s commencement of employment pursuant

to Nasdaq Listing Rule 5635(c)(4).

The Fox Agreement provides that Mr.

Fox is covered by our Executive Severance Policy.

Additionally,

Fox and the Company have entered into the Company’s standard form of indemnification agreement for directors and executive officers.

The foregoing summary of the Fox Agreement does not purport to be complete and is qualified in its entirety by reference to the full text

of the Fox Agreement, which is filed herewith as Exhibit 10.31 and is incorporated by reference herein.

The representations, warranties

and covenants in the Fox Agreement were made only for purposes of the Fox Agreement and as of specific dates and were solely for the benefit

of the parties to the Fox Agreement.

Mr Fox, age 59, has agreed to serve as the Company’s

Chief Operating Officer, effective on the Start Date.

From July 2023 to March 2026, Mr.

Fox was the Chief Revenue Officer of ProMedTek,

Inc., a privately held medical technology company.

Prior to that, Mr.

Fox was a rare diseases area business manager at Pfizer, Inc.

January 2019 to June 2023.

Fox has held various other roles in the medical sales field.

Mr Fox began his career at Pfizer, Inc.

he served in various roles from 1990 to 2009.

Fox has also been a medical consultant for V-Locity Medical Consulting since October

Fox received a B.S.

in Animal Science from Western Illinois University.

There are no arrangements or understandings

Fox and any other persons pursuant to which he will be appointed as Chief Operating Officer.

There are also no family relationships

Fox and any director or executive officer of the Company, and he has no direct or indirect material interest in any transaction

required to be disclosed pursuant to Item 404(a) of Regulation S-K.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

Not applicable.

Directors, Executive Directors, Executive Officers and Corporate Governance

Our Board is divided into three classes, and currently

has seven members, who are generally elected for a three-year term.

classification results in staggered elections, with a different class of

directors standing for election every year.

Board is divided into three classes, and currently has seven members, who are generally elected for a three-year term.

The classification

results in staggered elections, with a different class of directors standing for election every year.

Vacancies on the Board may be filled

only by person(s) elected by a majority of the remaining directors.

elected by the Board to fill a vacancy in a class, including a vacancy created

by an increase in the number of directors, will have serve the remainder of the

term of that class until the director’s successor is duly elected and

Set forth below is the name, age as of March

12, 2025, and certain biographical information with respect to each of

our current directors, by class.

Peter Cuneo resigned as a Class III director

with a term expiring at the 2024 Annual Meeting of Stockholders, and was immediately reappointed to the Board as a Class I director

with a term expiring at the 2025 Annual Meeting of Stockholders.

The resignation and reappointment of Mr.

Cuneo was not due to any

disagreement with the Company, the Board or the management of the Company.

For all other purposes, including equity award vesting

and other compensation matters, Mr.

Cuneo’s service on the Board is deemed to have continued uninterrupted.

Cuneo is expected

to continue to serve as the Chairman of the Board until the 2025 Annual Meeting, at which he will not stand for reelection.

Class I Directors (Terms Expiring in 2025)

Goldberger, 66, has served as our Chief Executive Officer and a member of the Board since October 2019.

Goldberger served as a director of Koru Medical Systems, a manufacturer of infusion pump systems, from April 2017 until May 2022 and he served as its executive chairman from August 2017 until September 2019.

From January 2018 to September 2019, Mr.

Goldberger served as the chief executive officer of Synergy Disc Replacement Inc., a private company commercializing a proprietary total disc implant for cervical spine therapy.

From July 2017 to September 2017, Mr.

Goldberger served as chief executive officer of Milestone Medical, Inc.

Prior to this he served as the chief executive officer of Xtant Medical Holdings, Inc.

from August 2013 to January 2017.

He also served on the board and as the chief executive officer of Sound Surgical Technologies LLC from April 2007 to February 2013.

Goldberger has also served on the boards of Xtant Medical Holdings, Inc., Sound Surgical, Xcorporeal.

Theragen, Inc., and Glucon.

Goldberger earned a B.S.

in mechanical engineering from The Massachusetts Institute of Technology, and a M.S.

in mechanical engineering from Stanford University.

The Board believes that Mr.

Goldberger’s extensive senior management experience in the medical device industry, including as our Chief Executive Officer, qualify him for service on the Board.

Goldstein, 66, has served as a member of the Board since March 2022.

Goldstein has more than 30 years of leadership expertise in product, media and entertainment marketing, which spans a career in radio, television, music and theater.

Goldstein’s specific expertise includes operations, sales development, advertising, and project management.

She has also spearheaded many major national and international marketing campaigns.

She was a producer for the Broadway musical First Date from 2013 to 2014.

At music labels JIVE Records, RCA Records, and Virgin Records, she served as vice president of marketing and development.

She also held the position of vice president of marketing and sales at NewsCorp / TV Guide Television Network and began her career in radio marketing.

Her expertise around spending and strategic marketing techniques contributed to RCA’s turnaround.

She received the Billboard Magazine’s Radio Promotion Director of the Year, Bertelsmann Key Management Award, and Virgin Records Promotion Director of the Year.

Goldstein holds a B.A.

in communications and social welfare from California State University at Chico.

The Board believes Ms.

Goldstein’s extensive media and marketing expertise qualifies her to serve on the Board.

Patricia Wilber

Patricia Wilber, 63, has served as a member of the Board since

Wilber has been a chief marketing officer, global business

strategist, and board member who delivers organizational and cultural

transformation for branding.

She is a pioneer in new franchise models and

branded partnerships.

Wilber last served as the executive vice president,

chief marketing officer, and managing director of partnerships, EMEA, the

highest position in the marketing department at The Walt Disney Company from 2015

to 2018, where she drove growth for Disney’s marquee brands by leading

marketing and communications for Disney, Pixar, Star Wars, and Marvel.

Additionally, she established and led EMEA’s 40-country integrated marketing,

franchise and partnership functions, including a major reorganization of the

EMEA channels to boost growth and profitability by significantly reducing

She also currently serves on the board of Zapp Electric Vehicles Group

Limited and Yale New Haven Hospital, a medical nonprofit organization.

served on the boards of Euro Disney SCA from 2015 to 2018, Magical Cruise

Company, more commonly known as the Disney Cruise Line, from 2013 to 2018, and

Vibrant Emotional Health from 2022 to 2023.

Wilber holds a B.A.

from Brown University.

The Board believes Ms.

Wilber’s strategic marketing

expertise and public company board experience qualify her to serve on the

Class II Directors (Terms Expiring in 2026)

A director elected by the Board to fill a vacancy in a class, including

a vacancy created by an increase in the number of directors, will serve the remainder of the term of that class until the director’s

successor is duly elected and qualified.

Set forth below is the name, age as of March 18, 2026, and certain biographical information

with respect to each of our current directors, by class.

As described herein, Daniel S.

the Company’s Chief Executive Officer resigned as a member of the Company’s Board as of March 17, 2026.

In connection with

Goldberger’s resignation as a member of the Company’s Board, the size of the Board was decreased by resolution of the

Board from eight to seven members, effective on the date of Mr.

Goldberger’s resignation from the Board.

See also “ Item 9B.

Information - Executive Officer Transition .”

Compensation Philosophy

review compensation annually for all employees, including our NEOs.

Our compensation philosophy is centered around two key tenets:

building long-term value for our stockholders, and (2) driving employee engagement.

To that end, our executive compensation program is grounded in the following principles:

Attraction Engagement:

Enable us to attract highly-talented people with exceptional leadership capabilities and engage high-caliber talent.

To that end, our executive compensation program is

grounded in the following principles:

us to attract highly-talented people with exceptional leadership capabilities and engage high-caliber talent.

Competitiveness:

Provide total compensation opportunity levels that are competitive with those being offered to individuals holding comparable positions at other companies with which we compete for business and leadership talent.

Stockholder Alignment

Deliver majority of compensation through pay elements that are designed to create long-term value for our stockholders, as well as foster a culture of ownership.

The Decision-Making Process

In establishing NEO compensation (base salaries, bonuses and annual equity incentive awards), we consider the following:

the relative importance of each NEO’s role and responsibilities;

how the NEO has performed relative to these roles and responsibilities;

overall company performance;

compensation for comparable positions in the market (as defined by a combination of identified industry comparables and industry/size-specific survey data).

total compensation opportunity levels that are competitive with those being offered to individuals holding comparable positions at

other companies with which we compete for business and leadership talent.

majority of compensation through pay elements that are designed to create long-term value for our stockholders, as well as foster

a culture of ownership.

Decision-Making Process

establishing NEO compensation (base salaries, bonuses and annual equity incentive awards), we consider the following:

relative importance of each NEO’s role and responsibilities;

the NEO has performed relative to these roles and responsibilities;

company performance;

for comparable positions in the market (as defined by a combination of identified industry comparables and industry/size-specific

survey data).

The compensation committee oversees the executive compensation program for our NEOs.

The committee may work closely with an independent consultant and management to examine the effectiveness of our executive compensation program throughout the year and seeks to ensure that the executive compensation program supports our business goals and aligns with stockholder interests.

Our compensation committee is responsible for the review and approval of compensation for all executive officers other than the CEO.

Our compensation committee typically reviews and discusses management’s proposed compensation with the CEO for all executives other than the CEO.

For the CEO, the compensation committee reviews and recommends to the Board for approval annual compensation elements, including bonus targets and associated performance goals.

Based on those discussions and after receiving recommendations from the compensation committee, the Board, in its discretion and without members of management participating, ultimately sets compensation for the CEO.

Clawback Policy

We recently adopted a written compensation recovery policy in accordance with applicable Nasdaq rules, a copy of which is filed as an exhibit to this Annual Report on Form 10-K.

The policy generally provides that we will seek to recover any incentive-based compensation erroneously awarded to any current or former executive officer due to material noncompliance with any financial reporting requirement under the securities laws during the three completed fiscal years immediately preceding the date we determine that an accounting restatement is required.

Annual Base Salary

For 2023, Mr.

Goldberger received a base salary of $601,018 per annum, which was increased to $631,071 for 2024 and $669,000 for 2025.

The committee may work closely

with an independent consultant and management to examine the effectiveness of our executive compensation program throughout the year

and seeks to ensure that the executive compensation program supports our business goals and aligns with stockholder interests.

compensation committee is responsible for the review and approval of compensation for all executive officers other than the CEO.

compensation committee typically reviews and discusses management’s proposed compensation with the CEO for all executives other

than the CEO.

the CEO, the compensation committee reviews and recommends to the Board for approval annual compensation elements, including bonus targets

and associated performance goals.

Based on those discussions and after receiving recommendations from the compensation committee, the

Board, in its discretion and without members of management participating, ultimately sets compensation for the CEO.

recently adopted a written compensation recovery policy in accordance with applicable Nasdaq rules, a copy of which is filed as an exhibit

to this Annual Report on Form 10-K.

The policy generally provides that we will seek to recover any incentive-based compensation erroneously

awarded to any current or former executive officer due to material noncompliance with any financial reporting requirement under the securities

laws during the three completed fiscal years immediately preceding the date we determine that an accounting restatement is required.

For 2024, Mr.

Lev received a base salary of $408,165.

Goldberger received a base salary of $631,071 per annum,

which was increased to $669,000 for 2025 and $685,725 for 2026.

As described herein, as of March 17, 2026, Mr.

Goldberger notified

the Company of his intention to retire as Chief Executive Officer effective on April 1, 2026.

See also “ Item 9B.

Information - Executive Officer Transition .”

Lev received a base salary of $408,165 per annum.

Effective as of October 4, 2024, Mr.

Lev receives a base salary of $415,000 per annum.

For 2023, Mr.

Posner received a base salary of $415,000 per annum, which was increased to $435,750 for 2024.

We offer our NEOs the opportunity to earn annual discretionary cash bonuses, as determined by the Board or the compensation committee annually at their discretion.

The CEO makes recommendations to the compensation committee regarding annual bonus payouts for the executive officers including our other NEOs and the CEO’s other direct reports.

With respect to the CEO’s bonus, the compensation committee makes a recommendation to the Board, both of which act without the participation of management including the CEO as to his own salary, bonus, and equity incentive decisions.

For 2024, annual bonuses were based on such factors as the Board and the compensation committee deemed appropriate, including peer group data considered appropriate by the compensation committee and a variety of individual and company priorities, objectives and achievements relating to 2024, as well as the individual NEOs ’ performance as it related to their areas of responsibility.

Long-Term Incentives

Our equity-based incentive awards are designed to align our interests with those of our employees and consultants, including our executive officers.

Lev receives a base salary of $415,000

per annum which he received through 2025.

Lev’s base salary was increased to $433,675 for 2026 , which was further increased

to $470,000 in connection with him becoming Interim President effective April 1, 2026.

See also “ Item 9B.

Other Information - Executive

Officer Transition .”

to his amended employment offer letter (the “Lev Agreement”), effective October 4, 2024, Mr.

Lev’s annual base salary

was adjusted to $415,000, which was increased to $433,675 for 2026.

In addition, Mr.

Lev is entitled to receive, subject to employment on the applicable date of bonus payout, an annual target discretionary bonus of up to 40% of his annual base salary, payable at the discretion of the Board or the compensation

Lev is entitled to receive, subject to employment

on the applicable date of bonus payout, an annual target discretionary bonus of 40% of his annual base salary, payable at the discretion

of the Board or the compensation committee.

Pursuant to the Lev Agreement, Mr.

Lev is also eligible to receive healthcare benefits as may be provided from time to

time by us to our employees generally, to participate in our 401(k) plan and to receive paid time off annually in accordance with our

policies in effect from time to time

Outstanding Equity Awards at the End of 2024

The following table provides information about outstanding options, units and stock awards issued by us that were held by each of our NEOs as of December 31, 2024 .

Lev is also eligible to receive healthcare benefits as

may be provided from time to time by us to our employees generally, to participate in our 401(k) plan and to receive paid time off annually

in accordance with our policies in effect from time to time.

Equity Awards at the End of 2025

following table provides information about outstanding options, units and stock awards issued by us that were held by each of our NEOs

as of December 31, 2025.

None of our NEOs held any other equity awards from the Company as of December 31, 2025.

Option Awards

Number of Securities Underlying Unexercised Options Exercisable (#)

Number of Securities Underlying Unexercised Options Unexercisable (#)

Option Exercise Price

Option Award Grant Date

Option Expiration Date

of Securities Underlying Unexercised Options Exercisable (#)

of Securities Underlying Unexercised Options Unexercisable (#)

Exercise Price

Award Grant 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) Value in this column is based on the closing price of our common stock on Nasdaq on the last business day of fiscal 2024 ($16.21).

Posner resigned as Chief Financial Officer of the Company, effective October 4, 2024.

Effective October 4, 2024, Mr.

Lev replaced Mr.

Posner as the Company's Chief Financial Officer.

Expiration Date

of shares or units of stock that have not vested (#)

value of shares or units of stock that have not vested

Goldberger (2)

Value in this column is based on the closing price of our common

stock on Nasdaq on the last business day of fiscal 2025 ($4.49).

As described herein, as of March 17, 2026, Mr.

Goldberger notified

the Company of his intention to retire as Chief Executive Officer effective on April 1, 2026.

See also “ Item 9B.

Information - Executive Officer Transition .”

Compensation Policy

we do not have a formal written policy in place with regard to the timing of

certain equity awards in relation to the disclosure of material nonpublic

information, our Board and the Compensation Committee do not seek to time

equity grants to take advantage of information, either positive or negative,

about our company that has not been publicly disclosed.

It has been our

practice generally to grant initial equity awards to our officers and

non-employee directors in connection with their hiring or appointment to the

Board, as applicable.

We generally intend to issue equity awards to our

officers at approximately the same time each year, typically in close proximity

to the first regularly scheduled meeting of our Compensation Committee each

In addition, non-employee directors receive automatic grants of

initial and annual equity awards, at the time of a director’s initial appointment or election to the Board and at the time of each annual meeting of

our stockholders, respectively, pursuant to our Non-Employee Director Compensation

Policy, as further described under “Item 11.

Executive Compensation – Director

Compensation.” Option grants generally are effective on the date the award

determination is made by the Compensation Committee or the Board, as the case

may be, and the exercise price of options is typically based upon the Fair

Market Value of our common stock as defined in our 2018 Omnibus Equity

Incentive Plan (the “2018 Plan”).

additional information, see our Non-Employee Director Compensation Policy,

which is included as an exhibit to our Registration Statement on Form S-1,

filed with the SEC on August 23, 2023.

See also “ Item 9B.

Other Information - Executive Officer Transition .”

72,376 shares of common stock, 45,834 options to purchase common stock, 22,674 deferred stock units and 20,847 warrants to purchase

shares of common stock.

31,717 shares of common stock, 64,728 deferred stock units, and 9,374 warrants to purchase common stock.

3,889 shares of common stock, 19,999 options to purchase shares of common stock, and 8,667 restricted stock units.

5,084 shares of common stock and 1,846 restricted stock units.

53,314 shares of common stock, 12,674 restricted stock units and 3,465 warrants to purchase common stock.

Certain Relationships and Related Transactions, and Director Independence

Independence Of The Board Of Directors

The common stock is listed on the Nasdaq Capital Market.

Under Nasdaq rules, independent directors must comprise a majority of our board of directors.

Under Nasdaq rules, a director will only qualify as an “independent director” if, in the opinion of that company’s board of directors, that person does not have a relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director.

The Board has undertaken a review of the independence of each director and considered whether each director has a material relationship with us that could compromise his or her ability to exercise independent judgment in carrying out his responsibilities.

As a result of this review, the Board has determined that each of our directors other than Daniel S.

Goldberger, our CEO, are “independent directors” as defined under the applicable rules and regulations of the SEC and the listing requirements and rules of Nasdaq.

In making these determinations, the Board has reviewed and discussed information provided by the directors and us with regard to each director’s business and personal activities and relationships as they may relate to us and its management, including the beneficial ownership of Company capital stock by each non-employee director, any relevant family relationships, and transactions involving directors, including those described in the section entitled “Certain Related Party Transactions.”

Related-Person Transactions Policy And Procedures

We have adopted a written Related Party Transaction Policy that set forth its procedures for the identification, review, consideration and approval or ratification of related person transactions.

A related person includes directors, executive officers, beneficial owners of 5% or more of any class of our voting securities, immediate family members of any of the foregoing persons, and any entities in which any of the foregoing is an executive officer or is an owner of 5% or more ownership interest.

Under the policy, related person transactions with the scope of the policy must be reviewed and approved by our audit committee.

In considering related person transactions, our audit committee will take into account the relevant available facts and circumstances including, but not limited to:

the related person's interest in the related person transaction;

the approximate dollar value of the amount involved in the related person transaction;

the approximate dollar value of the amount of the related person's interest in the transaction without regard to the amount of any profit or loss;

whether the transaction was undertaken in the ordinary course of business;

whether the transaction with the related person is proposed to be, or was, entered into on terms no less favorable to us than terms that could have been reached with an unrelated third party;

the purpose of, and the potential benefits to us of, the transaction;

any other information regarding the related person transaction or the related person in the context of the proposed transaction that would be material to investors in light of the circumstances of the particular transaction.

The Related Party Transaction Policy requires that, in determining whether to approve, ratify or reject a related person transaction, the audit committee must review all relevant information available to it about such transaction, and that it may approve or ratify the related person transaction only if it determines that, under all of the circumstances, the transaction is in, or is not inconsistent with, our best interests.

The review, approval or ratification of a transaction, arrangement or relationship pursuant to the Related Party Transaction Policy does not necessarily imply that such transaction, arrangement or relationship is required to be disclosed under Item 404(a) of Regulation S-K promulgated by the SEC.

Insider Trading Policy and Employee, Officer and Director Hedging

We have adopted a written insider trading policy governing the purchase, sale, and/or other dispositions of our securities by directors, officers and employees, which the Company believes is reasonably designed to promote compliance with insider trading laws, rules and regulations, and applicable Nasdaq listing standards.

The insider trading policy prohibits subject individuals from purchasing financial instruments (including prepaid variable forward contracts, equity swaps, collars and exchange funds) that are designed to hedge or offset any decrease in the market value of our securities.

A copy of our insider trading policy (including our guidelines regarding 10b5-1 trading plans) is filed as Exhibit 19.1 to this Annual Report.

Certain Related Party Transactions

Except for the transactions described in this section, there have been no transactions since January 1, 2024 involving an amount in excess of $120,000 to which we have been a participant and in which any of its directors, executive officers or holders of more than 5% of its share capital, or any members of their immediate family, had or will have a direct or indirect material interest, other than compensation arrangements which are described under “Executive Compensation” and “Director Compensation.”

On May 22, 2023, Joseph P.

Errico, a former director who resigned from the Board on such date, entered into an amendment to his Consulting Agreement with us (the “Consulting Agreement”), pursuant to which Mr.

Errico will serve as Science and Strategic Advisor to us providing certain consulting and advisory services to our CEO for a three-year term.

In consideration for such services, Mr.

Errico receives $10,000 per calendar month for up to 20 hours per a month plus hourly or per diem fees for any additional services.

The Consulting Agreement contains additional customary provisions, and sets forth a framework pursuant to which Mr.

Errico may attend regularly scheduled meetings of the Board in a non-voting, observer capacity through May 22, 2024.

Errico received $97,315 under his consulting agreement.

In 2023, an executive of the Company co-founded the Vagus Nerve Society, a society dedicated to the ongoing education and training of scientists and clinicians and the power of the vagus nerve and its application in a broad spectrum of health-related conditions.

During 2024, the Company agreed to provide an unrestricted educational grant of $120,000 to the Vagus Nerve Society.

We provided the Vagus Nerve Society $82,500 of educational and directed research grants during 2024.

On June 5, 2024, in a private placement to several of our directors, we sold (i) 438,191 registered shares of common stock, (ii) pre-funded warrants to purchase up to 770,119 shares of common stock and (iii) warrants to purchase up to 604,150 shares of common stock.

Each share of common stock (or pre-funded warrant) in the private placement was sold together with one-half of one warrant at a combined effective offering price of $6.4925 (minus $0.001 per pre-funded warrant).

The warrants became immediately exercisable as of June 5, 2024 at a price of $6.43 per share and expire five years from the date of issuance.

The pre-funded warrants became immediately exercisable as of June 5, 2024 at a price of $0.001 per share.

We also agreed to indemnify the purchasers against certain liabilities, including liabilities under the Securities Act of 1933 and liabilities arising from breaches of representations and warranties contained in the purchase agreements.

The purchasers listed below participated in the private placement, and may be considered related persons of our company.

The purchase agreement contained customary representations, warranties and covenants including certain registration rights pursuant to which we filed a registration statement on Form S-1 (File No:

333-274199) with the SEC on July 10, 2024.

The table below summarizes the issuances of common stock, pre-funded warrants and warrants to the related parties.

Investment Amount

Common Stock Purchased

Pre-Funded Warrants Purchased

Warrants Purchased

Happy Holstein Management, LLC (1)

Patricia Wilber

(1) Kathryn Theofilos, the spouse of Charles S.

Theofilos, a member of our Board from December 8, 2023 to February 24, 2025, is the manager of Happy Holstein Management, LLC.

On July 11, 2024, the Company and a member of our Board entered into a consulting agreement pursuant to which the board member is expected to begin providing consulting and advisory services to the Company’s Chief Executive Officer for a one-year term as of the completion of his service on the Board, effective as of immediately prior to the Company’s 2025 annual meeting of stockholders.

The director will be paid an hourly or per diem fee for such services rendered, if any, and was granted a stock option to purchase 50,000 shares of common stock of the Company at an exercise price of $6.43 per share, which shall vest and be exercisable in 12 equal monthly installments, subject to full vesting, if earlier, immediately prior to the Company’s 2025 annual meeting of stockholders or a change of control, in each case so long as the director remains in continuous service to the Company through such date.

Of The Board Of Directors

common stock is listed on the Nasdaq Capital Market.

Under Nasdaq rules, independent directors must comprise a majority of our board

of directors.

Under Nasdaq rules, a director will only qualify as an “independent director” if, in the opinion of that company’s

board of directors, that person does not have a relationship that would interfere with the exercise of independent judgment in carrying

out the responsibilities of a director.

Board has undertaken a review of the independence of each director and considered whether each director has a material relationship with

us that could compromise his or her ability to exercise independent judgment in carrying out his responsibilities.

As a result of this

review, the Board has determined that each of our directors are “independent directors”

as defined under the applicable rules and regulations of the SEC and the listing requirements and rules of Nasdaq.

In making these determinations,

the Board has reviewed and discussed information provided by the directors and us with regard to each director’s business and personal

activities and relationships as they may relate to us and its management, including the beneficial ownership of Company capital stock

by each non-employee director, any relevant family relationships, and transactions involving directors, including those described in

the section entitled “Certain Related Party Transactions.”

Related-Person

Transactions Policy And Procedures

have adopted a written Related Party Transaction Policy that set forth its procedures for the identification, review, consideration and

approval or ratification of related person transactions.

A related person includes directors, executive officers, beneficial owners of

5% or more of any class of our voting securities, immediate family members of any of the foregoing persons, and any entities in which

any of the foregoing is an executive officer or is an owner of 5% or more ownership interest.

the policy, related person transactions with the scope of the policy must be reviewed and approved by our audit committee.

considering related person transactions, our audit committee will take into account the relevant available facts and circumstances including,

but not limited to:

related person’s interest in the related person transaction;

approximate dollar value of the amount involved in the related person transaction;

approximate dollar value of the amount of the related person’s interest in the transaction without regard to the amount of

any profit or loss;

the transaction was undertaken in the ordinary course of business;

the transaction with the related person is proposed to be, or was, entered into on terms no less favorable to us than terms that

could have been reached with an unrelated third party;

purpose of, and the potential benefits to us of, the transaction;

other information regarding the related person transaction or the related person in the context of the proposed transaction that

would be material to investors in light of the circumstances of the particular transaction.

Related Party Transaction Policy requires that, in determining whether to approve, ratify or reject a related person transaction, the

audit committee must review all relevant information available to it about such transaction, and that it may approve or ratify the related

person transaction only if it determines that, under all of the circumstances, the transaction is in, or is not inconsistent with, our

best interests.

The review, approval or ratification of a transaction, arrangement or relationship pursuant to the Related Party Transaction

Policy does not necessarily imply that such transaction, arrangement or relationship is required to be disclosed under Item 404(a) of

Regulation S-K promulgated by the SEC.

Trading Policy and Employee, Officer and Director Hedging

have adopted a written insider trading policy governing the purchase, sale, and/or other dispositions of our securities by directors,

officers and employees, which the Company believes is reasonably designed to promote compliance with insider trading laws, rules and

regulations, and applicable Nasdaq listing standards.

The insider trading policy prohibits subject individuals from purchasing financial

instruments (including prepaid variable forward contracts, equity swaps, collars and exchange funds) that are designed to hedge or offset

any decrease in the market value of our securities.

copy of our insider trading policy (including our guidelines regarding 10b5-1 trading plans) is filed as Exhibit 19.1 to this Annual

Related Party Transactions

for the transactions described in this section, there have been no transactions since January 1, 2024 involving an amount in excess of

$120,000 to which we have been a participant and in which any of its directors, executive officers or holders of more than 5% of its

share capital, or any members of their immediate family, had or will have a direct or indirect material interest, other than compensation

arrangements which are described under “Executive Compensation” and “Director Compensation.”

2023, an executive of the Company co-founded the Vagus Nerve Society, a society dedicated to the ongoing education and training of scientists

and clinicians and the power of the vagus nerve and its application in a broad spectrum of health-related conditions.

During 2025, the

Company agreed to provide an unrestricted educational grant of $120,000 to the Vagus Nerve Society.

We provided the Vagus Nerve Society

$100,000 of educational and directed research grants during 2025.

July 11, 2024, the Company and a member of our Board entered into a consulting agreement for consulting and advisory services to the

Company’s Chief Executive Officer for a one-year term as of the completion of his service on the Board, effective as of

immediately prior to the Company’s 2025 annual meeting of stockholders held on September 2, 2025.

The director will be paid

an hourly or per diem fee for such services rendered, if any, and was granted a stock option to purchase 50,000 shares of common

stock of the Company at an exercise price of $6.43 per share, which shall vest and be exercisable in 12 equal monthly installments,

subject to full vesting, if earlier, immediately prior to the Company’s 2025 annual meeting of stockholders or a change of

control, in each case so long as the director remains in continuous service to the Company through such date.

What changed 10-K

Item 9A. Controls and Procedures