SUMMARY COMPENSATION TABLE
The following table sets forth compensation information for fiscal 2026 and 2025 for each of our named executive officers.
| Name and Principal Position | Year | Salary ($) | Stock Awards ($) | Option Awards ($)(1) | Non-Equity Incentive Plan Compensation ($) | All Other Compensation ($) | Total ($) |
|---|
| James E. Besser, | 2026 | — | — | 46,999 | — | — | 46,999 |
|---|
| Chief Executive Officer(2) | 2025 | — | — | — | — | — | — |
|---|
| Paul DiPerna, | 2026 | 360,000 | — | 302,871 | — | — | 662,871 |
|---|
| President, President |
|---|
| Chief Financial Officer, Treasurer and Chairman | 2025 | 360,000 | — | 215,751 | — | — | 575,751 |
|---|
| Kevin Schmid, | 2026 | 300,000 | — | 75,718 | — | — | 375,718 |
|---|
| Chief Operating Officer | 2025 | 300,000 | — | 100,967 | — | — | 400,967 |
|---|
| (1) | Award amounts reflect the aggregate grant date fair value with respect to awards granted, as determined pursuant to Financial Accounting Standards Board (“FASB”) ASC Topic 718. The assumptions used to calculate the aggregate grant date fair value of option awards are set forth in the notes to the consolidated financial statements included in item 8 of this Report. These amounts do not reflect actual compensation earned or to be earned by our named executive officers. |
| (2) | Mr. Besser is paid de minimis annual compensation of $1.00. |
Outstanding Equity Awards at Fiscal Year-End
The following table shows certain information regarding outstanding equity awards held by our named executive officers as of March 31, 2026.
| Number of · Number of |
|---|
| Securities · Securities |
|---|
| Underlying · Underlying · Option |
|---|
| Unexercised · Unexercised · Exercise · Option |
|---|
| Options (#) · Options (#) · Price · Expiration |
|---|
| Name · Exercisable · Unexercisable · ($) · Date(1) |
|---|
| James E. Besser | 4,505 | (2) | — | 33.30 | 10/2/2033 |
|---|
| 2,084 | (3) | — | 28.20 | 04/24/2035 |
| Paul DiPerna | 39 | (4) | — | 284.40 | 6/1/2030 |
|---|
| 39 | (5) | — | 284.40 | 5/1/2030 |
| 39 | (6) | — | 284.40 | 4/1/2030 |
| 56 | (7) | — | 223.20 | 3/2/2030 |
| 59 | (8) | — | 223.20 | 2/1/2030 |
| 58 | (9) | — | 223.20 | 1/1/2030 |
| 61 | (10) | — | 202.50 | 12/1/2029 |
| 61 | (11) | — | 202.50 | 11/1/2029 |
| 58 | (12) | — | 202.50 | 10/1/2029 |
| 56 | (13) | — | 202.50 | 9/15/2029 |
| 56 | (14) | — | 202.50 | 8/15/2029 |
| 56 | (15) | — | 202.50 | 7/15/2029 |
| 55 | (16) | — | 202.50 | 6/15/2029 |
| 56 | (17) | — | 202.50 | 5/15/2029 |
| 55 | (18) | — | 202.50 | 4/15/2029 |
| 57 | (18) | — | 202.50 | 3/15/2029 |
| Number of · Number of |
|---|
| Securities · Securities |
|---|
| Underlying · Underlying · Option |
|---|
| Unexercised · Unexercised · Exercise · Option |
|---|
| Options (#) · Options (#) · Price · Expiration |
|---|
| Name · Exercisable · Unexercisable · ($) · Date(1) |
|---|
| 55 | (20) | — | | 202.50 | 2/15/2029 |
| 54 | (21) | — | | 202.50 | 1/15/2029 |
| 60 | (22) | — | | 202.50 | 12/15/2028 |
| 60 | (23) | — | | 202.50 | 11/15/2028 |
| 201 | (24) | — | | 59.40 | 10/15/2028 |
| 201 | (25) | — | | 59.40 | 09/15/2028 |
| 201 | (26) | — | | 59.40 | 08/15/2028 |
| 3,334 | (27) | — | | 202.50 | 11/25/2029 |
| 1,500 | (28) | — | | 127.20 | 4/14/2032 |
| 1,620 | (29) | 47 | (29) | 49.50 | 4/3/2033 |
| 3,004 | (2) | — | | 33.30 | 10/2/2033 |
| 2,130 | (31) | 1,204 | (31) | 45.60 | 4/8/2034 |
| 1,952 | (32) | — | | 51.30 | 8/22/2034 |
| 6,667 | (3) | — | | 28.20 | 4/24/2035 |
| Kevin Schmid | 5,834 | (33) | — | (33) | 127.20 | 7/21/2032 |
|---|
| 3,241 | (29) | 93 | (29) | 45.00 | 4/3/2033 |
| 1,252 | (2) | — | | 33.30 | 10/2/2033 |
| 1,065 | (31) | 602 | (31) | 45.60 | 4/8/2034 |
| 814 | (32) | — | | 51.30 | 8/22/2034 |
| 1,667 | (3) | — | | 28.20 | 4/24/2035 |
| (1) | The standard option term is ten years, but all of the options expire automatically unless exercised within 90 days after the cessation of service as an employee, director or consultant. |
| (2) | The option was granted on October 2, 2023 and vested on January 19, 2024 upon our 510(k) premarket submission to the FDA for our initial pump product. |
| (3) | The option was granted on April 24, 2025 and vested upon our 510(k) premarket submission to the FDA for our Pivot pump product. |
| (4) | The option was granted on June 1, 2020, and the shares subject to this option were fully vested on the grant date. |
| (5) | The option was granted on May 1, 2020, and the shares subject to this option were fully vested on the grant date. |
| (6) | The option was granted on April 1, 2020, and the shares subject to this option were fully vested on the grant date. |
| (7) | The option was granted on March 2, 2020, and the shares subject to this option were fully vested on the grant date. |
| (8) | The option was granted on February 1, 2020, and the shares subject to this option were fully vested on the grant date. |
| (9) | The option was granted on January 1, 2020, and the shares subject to this option were fully vested on the grant date. |
| (10) | The option was granted on December 1, 2019, and the shares subject to this option were fully vested on the grant date. |
| (11) | The option was granted on November 1, 2019, and the shares subject to this option were fully vested on the grant date. |
| (12) | The option was granted on October 1, 2019, and the shares subject to this option were fully vested on the grant date. |
| (13) | The option was granted on September 15, 2019, and the shares subject to this option were fully vested on the grant date. |
| (14) | The option was granted on August 15, 2019, and the shares subject to this option were fully vested on the grant date. |
| (15) | The option was granted on July 15, 2019, and the shares subject to this option were fully vested on the grant date. |
| (16) | The option was granted on June 15, 2019, and the shares subject to this option were fully vested on the grant date. |
| (17) | The option was granted on May 15, 2019, and the shares subject to this option were fully vested on the grant date. |
| (18) | The option was granted on April 15, 2019, and the shares subject to this option were fully vested on the grant date. |
| (19) | The option was granted on March 15, 2019, and the shares subject to this option were fully vested on the grant date. |
| (20) | The option was granted on February 15, 2019, and the shares subject to this option were fully vested on the grant date. |
| (21) | The option was granted on January 15, 2019, and the shares subject to this option were fully vested on the grant date. |
| (22) | The option was granted on December 15, 2018, and the shares subject to this option were fully vested on the grant date. |
| (23) | The option was granted on November 15, 2018, and the shares subject to this option were fully vested on the grant date. |
| (24) | The option was granted on October 15, 2018, and the shares subject to this option were fully vested on the grant date. |
| (25) | The option was granted on September 15, 2018, and the shares subject to this option were fully vested on the grant date. |
| (26) | The option was granted on August 15, 2018, and the shares subject to this option were fully vested on the grant date. |
| (27) | The option was granted on November 25, 2019, and the shares subject to this option vested monthly over three years commencing January 1, 2020, subject to continued service as an employee, director or consultant. |
| (28) | The option was granted on April 14, 2022, and the shares subject to this option vest: i) one-third on the annual anniversary of the grant date and ii) the remaining two-thirds monthly over the next two years, subject to continued service as an employee, director or consultant |
| (29) | The option was granted on April 3, 2023, and the shares subject to this option vest: i) one-third on the annual anniversary of the grant date and ii) the remaining two-thirds monthly over the next two years subject to continued service as an employee, director or consultant. |
| (30) | The option was granted on October 2, 2023, and the shares subject to this option vested in January 2024 upon the Company’s 510(k) premarket submission to the U.S. Food and Drug Administration (“FDA”) for its initial pump product. |
| (31) | The option was granted on April 8, 2024, and the shares subject to this option vest: i) one-third on the annual anniversary of the grant date and ii) the remaining two-thirds vest over the next two years subject to continued service as an employee, director or consultant. |
| (32) | The option was granted on August 22, 2024, and the shares subject to this option vested in September 2024 upon the Company’s receipt of clearance from the FDA for its MODD1 product. |
| (33) | The option was granted on July 21, 2022, and the shares subject to this option vest: i) one-third on the annual anniversary of the grant date and ii) the remaining two-thirds monthly over the next two years subject to continued service as an employee, director or consultant. |
Employment Agreements
We have entered into our standard form of employment, confidential information and invention assignment agreement with each of our named executive officers. We also have entered into agreements to indemnify our directors and executive officers, in addition to the indemnification provided for in our articles of incorporation and bylaws. These agreements, among other things, provide for indemnification of our directors and certain executive officers for many expenses, including attorneys’ fees, judgments, fines and settlement amounts incurred by any such person in any action or proceeding, including any action by or in the right of the Company, arising out of such person’s services as a director or executive officer of ours, any subsidiary of ours or any other company or enterprise to which such person provided services at our request.
The DiPerna Employment and Related Agreements
We entered into an employment agreement dated August 1, 2018, with Mr. DiPerna, as amended (the “DiPerna Agreement”), pursuant to which Mr. DiPerna is currently employed by us as our president and chief financial officer. Mr. DiPerna’s employment agreement had an initial two-year term and automatically renews for additional one-year terms. Effective April 1, 2024, we amended the DiPerna Agreement to increase Mr. DiPerna’s annual base salary to $360,000.
The DiPerna Agreement provides benefits that are intended to encourage the continued dedication of Mr. DiPerna and to mitigate potential disincentives to the consideration of a transaction that would result in a change in control, particularly where the services of Mr. DiPerna may not be required by a potential acquirer. Mr. DiPerna will receive change of control payments and benefits in accordance with the terms and conditions of the DiPerna Agreement. The DiPerna Agreement provides for benefits for Mr. DiPErna in the event of a “Change of Control,” which is generally defined as: the removal of Mr. DiPerna as an executive and chair of our board of directors as the result of the occurrence of any of the following events:
| ● | the sale, lease, conveyance or other disposition of all or substantially all of our assets as an entirety or substantially as an entirety to any person, entity or group of persons acting in concert; (B) any “person” (as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended), other than any then currently existing shareholder as of the Change of Control date, becoming the “beneficial owner,’’ as defined in Rule 13d-3 under said act, directly or indirectly, of securities of the Company representing 50% or more of the total voting power represented by our then outstanding voting securities but in no event shall the completion of an offering (i) of our common stock pursuant to a registration statement filed with the Securities and Exchange Commission in our initial public offering or (ii) a private offering of shares of the capital stock of us constitute a Change of Control; or |
| ● | a merger or consolidation of us with any other corporation or not affiliated with any currently existing shareholder, other than a merger or consolidation, which would result in the voting securities of us outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) at least 50% of the total voting power represented by the voting securities of us or such surviving entity outstanding immediately after such merger or consolidation. |
If a change of control occurred on March 31, 2026, under the DiPerna Agreement, Mr. DiPerna would be entitled to the following:
| ● | payment of a lump sum of $360,000 within 60 days of the time at which such Change of Control takes place. |
| ● | accelerated vesting of 1,251 shares of common stock under unvested stock options. The value of the shares subject to accelerated vesting is calculated as the intrinsic value per share multiplied by the number of shares that would become fully vested upon a change of control. The intrinsic value per share would be calculated as the excess of the closing price of the common stock of $4.55 on the Nasdaq Capital Market on March 31, 2026 over the exercise price of the option. As of March 31, 2026, the shares subject to accelerated vesting had no intrinsic value. |
In connection with our acquisition of Quasuras, we entered into an Intellectual Property Transfer Agreement, dated as of July 24, 2017, with Quasuras and Mr. DiPerna, pursuant to which Mr. DiPerna transferred to us all intellectual property rights owned directly and/or indirectly by him related to our business. Separately, we agreed to pay Mr. DiPerna, as part of his compensation for services to be performed for us, pursuant to a royalty agreement, certain fees based upon future sales, if any, of our potential product subject to a maximum $10,000,000 cap on the aggregate amount of fees that Mr. DiPerna could earn from such arrangement.
Director Compensation
In the first quarter of fiscal 2022, our board of directors approved our outside (non-employee) director compensation plan (the “Director Plan”). Pursuant to the Director Plan, outside directors are paid the following annual retainers:
| ● | $25,000 for service as a member of the board of directors; and |
| ● | $5,000 for service as chair of a committee of the board of directors. |
The annual retainers are paid in quarterly installments in either cash, options to purchase shares of our common stock or in shares of our common stock, as directed by each director based on an annual election.
In addition, under the Director Plan, each director receives an annual service equity award of $100,000 paid in quarterly installments in either options to purchase shares of our common stock or shares of our common stock, as directed by each director based on an annual election. In July 2022, the Board amended the Director Plan to provide that a minimum price of $300.00 per share of common stock would be used to calculate the number of shares subject to options or share awards.
The following table summarizes the compensation earned by our non-employee directors in fiscal 2026:
| Name | Fee Compensation ($) | Option Awards ($)(1)(2) | All Other Compensation ($)(1)(3) | Total ($) |
|---|
| Duane DeSisto | 30,000 | — | 4,728 | 34,728 |
|---|
| Steven Felsher | — | 11,032 | 1,419 | 12,451 |
|---|
| Morgan Frank | — | 13,789 | — | 13,789 |
|---|
| Jeffrey Goldberg | 21,497 | 8,792 | — | 30,289 |
|---|
| Philip Sheibley | 30,000 | 11,032 | — | 41,032 |
|---|
| Carmen Volkart | — | — | 5,906 | 5,906 |
|---|
| Ellen O’Connor Vos | 25,000 | 11,032 | — | 36,032 |
|---|
| (1) | Award amounts reflect the aggregate grant date fair value with respect to awards granted, as determined pursuant to FASB ASC Topic 718. The assumptions used to calculate the aggregate grant date fair value of option awards are set forth in the notes to the consolidated financial statements included in Item 8 of this Annual Report on Form 10-K. These amounts do not reflect actual compensation earned or to be earned by our directors. |
| (2) | As of March 31, 2026, our non-employee directors each held outstanding options to purchase the following number of shares of our common stock: Steven Felsher, 5,271; Morgan Frank, 8,427; Jeffrey Goldberg, 860; Philip Sheibley, 2,556; Carmen Volkart, 6,021, Ellen O’Connor Vos, 7,535. |
| (3) | Represents stock awards under the Director Plan; we calculated the estimated fair value of the stock awards issued using the closing price per share of our common stock on the day prior to the grant date in accordance with the Director Plan. |
