0001805833-26-000018
SEC filingThis 10-K/A amendment adds executive compensation and governance disclosures; no financial statements are included, so the narrative focuses on pay structure and board composition.
This Amendment No. 1 on Form 10-K/A does not contain financial statements; it solely amends Part III items (directors, executive compensation, security ownership, related transactions, and auditor fees) and adds Section 302 certifications. The original 10-K for FY2025 was filed on March 11, 2026, and this amendment was necessitated because the company did not file its definitive proxy statement by April 30, 2026.
The amendment discloses that executive compensation is heavily weighted toward non-salary components such as stock awards and option awards. This structure aligns executive pay with long-term shareholder value creation, as equity-based compensation vests over time and is tied to performance conditions. The company's compensation philosophy emphasizes pay-for-performance, with a significant portion of total compensation at risk.
While specific numeric figures were removed due to audit issues, the narrative indicates that compensation actually paid to named executive officers (NEOs) declined in fiscal 2025 compared to fiscal 2024, reflecting the company's net loss improvement. The pay-versus-performance disclosure shows a correlation between executive compensation and the company's financial performance, though exact figures are not available in this amendment.
Non-employee directors receive compensation in the form of RSUs and cash retainers. During fiscal 2025, the board size was reduced from 11 to 9 directors, streamlining governance. Director compensation is designed to attract and retain qualified individuals while aligning their interests with shareholders.
The amendment discloses fees paid to the independent auditor for audit and non-audit services. Related party transactions are also reported, ensuring transparency in dealings with executives and board members.
Overall, this filing provides transparency into executive pay structures that are heavily weighted toward non-cash and performance-based components, reflecting the company's focus on aligning compensation with shareholder value creation despite ongoing net losses.