Definitive proxy statements

Pay vs Performance Disclosure

v3.26.1
Pay vs Performance Disclosure - USD ($)
12 Months Ended
Dec. 31, 2025
Dec. 31, 2024
Pay vs Performance Disclosure    
Pay vs Performance Disclosure, Table

Pay versus Performance

 

As required by Item 402(v) of Regulation S-K, we are providing the following information regarding the relationship between executive compensation and our financial performance for each of the last two completed fiscal years. In determining the “compensation actually paid” to our named executive officers in the table below, we are required to make various adjustments to amounts reported in the Summary Compensation Table for this year and in previous years, as the SEC’s valuation methods for this section differ from those required in the Summary Compensation Table. The “compensation actually paid” data reflected in the table below may not reflect amounts actually realized by our named executive officers. For information concerning the decisions made by our Compensation Committee with respect to compensation for the named executive officers for each fiscal year, please see the disclosure under “Determination of Compensation” above and the other narrative disclosure under the “Executive Compensation” section of this Proxy Statement.

 

The following table summarizes compensation paid to our principal executive officer (“PEO”) as set forth in our Summary Compensation Table, the adjusted values of compensation actually paid (“CAP”) to our PEO, average compensation paid to our named executive officers other than our PEO as set forth in our Summary Compensation Table, and the adjusted values of average CAP to our named executive officers other than our PEO, each as calculated in accordance with SEC rules, as well as certain Company performance measures, in each case for the two fiscal years ended December 31, 2025 and 2024:

 

Year

  Summary Compensation Table Total for PEO ($)     Compensation Actually Paid to PEO ($)     Average Summary Compensation Table Total for Non-PEO Named Executive Officers ($)     Average Compensation Actually Paid to Non-PEO Named Executive Officers ($)     Value of Initial Fixed $100 investment Based on Total Shareholder Return ($)     Net Loss ($)  

2025

  $ 356,120     $ 256,120     $ 102,684     $ 52,684     $ 6     $ (6,450,991 )

2024

  $ 273,600     $ 273,600     $ 126,542     $ 126,542     $ 25     $ (2,511,965 )

 

In 2024 and through July 2025, Adam He served as our Chief Executive Officer and PEO. Xun Wu has served as our Chief Executive Officer and PEO since July 2025, and Yiran Gu, a named executive officer, or NEO, has served as our Chief Financial Officer since August 2025. Our other NEO was Megan Bozzuto, who served as Interim Chief Financial Officer until June 2025.

 

 

 
PEO Total Compensation Amount $ 356,120 $ 273,600
PEO Actually Paid Compensation Amount $ 256,120 273,600
Adjustment To PEO Compensation, Footnote

The table below provides the adjustments to the Summary Compensation Table (“SCT”) total compensation to arrive at the compensation actually paid to the PEO and the average for non-PEO named executive officers:

 

   

PEO

 

Adjustments to Determine Compensation “Actually Paid” for PEO

 

2025

 

Deduction for Amounts Reported under the “Stock Awards” and Option Awards Columns in the SCT

  $ (106,120 )

Increase/deduction in Fair value of Awards Granted during the year that Remain Unvested as of Year end

       

Increase for Fair Value of Awards Granted during year that Vest during year

    6,120  

Increase/deduction for change in Fair Value from Prior Year-end to Current Year-end of Awards Granted Prior to the Year that were Outstanding and Unvested as of Year-end

    -  

Increase/deduction for change in Fair Value from Prior Year-end to Vesting Date of Awards Granted Prior to the Year that Vested during Year

    -  

Total Adjustments

  $ (100,000 )

 

 
Non-PEO NEO Average Total Compensation Amount $ 102,684 126,542
Non-PEO NEO Average Compensation Actually Paid Amount $ 52,684 126,542
Adjustment to Non-PEO NEO Compensation Footnote
   

Average Non-PEO

 

Adjustments to Determine Compensation “Actually Paid” for Non-PEO NEOs

 

2025

 

Deduction for Amounts Reported under the “Stock Awards” and Option Awards Columns in the SCT

  $ (100,000 )

Increase/deduction in Fair value of Awards Granted during the year that Remain Unvested as of Year end

    -  

Increase for Fair Value of Awards Granted during year that Vest during year

    -  

Increase/deduction for change in Fair Value from Prior Year-end to Current Year-end of Awards Granted Prior to the Year that were Outstanding and Unvested as of Year-end

    -  

Increase/deduction for change in Fair Value from Prior Year-end to Vesting Date of Awards Granted Prior to the Year that Vested during Year

    -  

Total Adjustments

  $ (100,000 )

 

 
Compensation Actually Paid vs. Total Shareholder Return

The following charts compare the relationship of the compensation actually paid to our CEO and the average compensation actually paid to our named executive officers other than our CEO to our total shareholder return (TSR) and our net income for the periods indicated.

 

Relationship Between CAP and TSR

 

captsr.jpg
 
 
 

 

 

 

 

 
Compensation Actually Paid vs. Net Income

Relationship Between CAP and Net Income

 

 

capnetloss1.jpg

 

 

 

 
Total Shareholder Return Amount $ 6 25
Net Income (Loss) (6,450,991) $ (2,511,965)
PEO    
Pay vs Performance Disclosure    
Adjustment to Compensation, Amount (100,000)  
PEO | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table    
Pay vs Performance Disclosure    
Adjustment to Compensation, Amount (106,120)  
PEO | 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 0  
PEO | Vesting Date Fair Value of Equity Awards Granted and Vested in Covered Year    
Pay vs Performance Disclosure    
Adjustment to Compensation, Amount 6,120  
PEO | 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 0  
Non-PEO NEO    
Pay vs Performance Disclosure    
Adjustment to Compensation, Amount (100,000)  
Non-PEO NEO | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table    
Pay vs Performance Disclosure    
Adjustment to Compensation, Amount (100,000)  
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 0  
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 0  
Non-PEO NEO | Vesting Date Fair Value of Equity Awards Granted and Vested in Covered Year    
Pay vs Performance Disclosure    
Adjustment to Compensation, Amount 0  
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 $ 0