Material Agreement, Management Change/Compensation (Form 8-K)

Item 1.01 Entry into a Material Definitive Agreement.

The information set forth in Item 5.02 below is incorporated herein by reference.

Item 5.02Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Amendment No. 2 to the Company's Equity Incentive Plan

On July 9, 2025, the Company's Board of Directors (the "Board") approved an amendment to the Company's 2023 Equity Incentive Plan, as amended (the "EIP Amendment" and as amended, the "Plan") to increase the maximum aggregate number of shares of the Company's common stock, $0.001 par value per share (the "common stock"), that may be issued under the Plan to 1,000,000 shares of common stock (the "Plan Shares Increase Amendment"). The Plan Shares Increase Amendment shall be considered and voted upon the shareholders of the Company at the Company's next annual meeting of shareholders.

RSUs and Option Awards

On July 9, 2025, the Compensation Committee of the Board (the "Compensation Committee") amended existing cash bonus payment criteria and granted restricted stock unit awards to the Company's executive officers. The restricted stock unit awards were issued pursuant to the Plan. Andrew Simpson, the Company's Chief Executive Officer and Chairman of the Board of Directors, received 68,750 restricted stock units of the Company (the "RSUs"), and Mark Hilz, the Company's Chief Operating Officer, Secretary and Director, received 56,250 RSUs. The RSUs shall vest immediately upon the earlier of (i) FDA clearance of the Company's MyoVista Device (including AI algorithm) or (ii) the MyoVista Insights platform together with first AI algorithm. The RSUs shall also vest upon a Change of Control (as defined in each respective officer's employment agreement).

On July 9, 2025, the Compensation Committee approved an award of stock options (the "Options") to purchase shares of common stock to the Company's executive officers as follows: 275,000 Options to Andrew Simpson, the Company's President, Chief Executive Officer and Chairman of the Board of Directors, 225,000 Options to Mark Hilz, the Company's Chief Operating Officer, Secretary and Director, and 25,000 Options to Danielle Watson, the Company's Chief Financial Officer and Treasurer. Such Options were issued pursuant to the Plan, have an exercise price of $4.37 per share and will vest over three years, with one-third of the respective Options vesting on July 9, 2026 and the remaining two-thirds vesting in eight equal installments thereafter beginning on October 9, 2026 and on each subsequent three-month anniversary of such date. The vesting of these Options would accelerate upon the earlier of (i) FDA clearance of the Company's MyoVista Device (including AI algorithm) or (ii) the MyoVista Insights platform together with first AI algorithm. These Options were awarded pursuant to the form of the Company's standard Incentive Stock Option Agreement.

On July 9, 2025, the Compensation Committee also approved an award of 25,000 stock options (the "Director Options") to purchase shares of common stock to each of the Company's non-employee directors, Brian Szymczak, Bruce Brent and David R. Wells. The Director Options were issued pursuant to the Plan, have an exercise price of $4.37 per share, will vest as follows: one-fourth of the respective Director Options vested on October 9, 2025 and the remaining Director Options will vest in three equal installments thereafter on each subsequent three-month anniversary of such date.