Reverse Stock Split-—On April 17, 2025, the Company held a special meeting where the Company’s stockholders approved an amendment to its Restated Certificate of Incorporation, as amended (“Certificate of Incorporation”) to combine outstanding shares of the Company’s common stock into a lesser number of outstanding shares, by a ratio of not less than one-for-fifteen and not more than one-for-thirty, with the exact ratio to be set within this range by the Board of Directors in its sole discretion

On April 17, 2025, the Board of Directors approved a 1-for-30 reverse stock split of the Company’s shares of common stock (the “Reverse Stock Split”). On April 24, 2025, the Company filed an amendment to its Certificate of Incorporation to effectuate the Reverse Stock Split effective as of 12:01 a.m. Eastern Time on April 28, 2025. As a result of the Reverse Stock Split, every 30 shares of the Company’s common stock issued or outstanding were automatically reclassified into one validly issued, fully-paid and non-assessable new share of common stock, subject to the treatment of fractional shares as described below, without any action on the part of the holders. Proportional adjustments were made to the number of shares of common stock awarded and available for issuance under the Company’s equity incentive plans, as well as the exercise price and the number of shares issuable upon the exercise or conversion of the Company’s outstanding stock options and other equity securities under the Company’s equity incentive plans. All outstanding warrants were also adjusted in accordance with their terms, which resulted, among other changes to the warrant terms, in proportionate adjustments being made to the number of shares issuable upon exercise of such warrants and to the exercise and redemption prices of such warrants. The shares of Common Stock outstanding following the Reverse Stock Split remain fully paid and non-assessable. The Reverse Stock Split did not affect the number of authorized shares of Common Stock or the par value of the Common Stock.

No fractional shares were issued in connection with the Reverse Stock Split. Stockholders who would otherwise be entitled to receive fractional shares were automatically entitled to receive cash in lieu of such fractional share. On April 28, 2025, the Company effected a 1-for-30 Reverse Stock Split. Unless otherwise noted, all references to common stock share and per share amounts in this Quarterly Report on Form 10-Q have been retroactively adjusted to reflect the Reverse Stock Split.

Common Stock—As of June 30, 2025, the Company’s Certificate of Incorporation, as amended and restated, authorizes the Company to issue 500 million shares of common stock, par value $0.001 per share. The voting, dividend, and liquidation rights of the holders of the Company’s common stock are subject to and qualified by the rights, powers and preferences of the holders of any preferred stock that may be issued. Each share of common stock entitles the holder to one vote on all matters submitted to a vote of the Company’s stockholders. Common stockholders are entitled to receive dividends, as may be declared by the board of directors, if any. No cash dividends have been declared or paid to date.

Purchase Agreement—On June 23, 2025, the Company and Lincoln Park Capital Fund, LLC (“Lincoln Park”) entered into a purchase agreement (the “Purchase Agreement”) and a registration rights agreement (the “Registration Rights Agreement”), pursuant to which the Company has the right to sell to Lincoln Park shares of the Company’s common stock, having an aggregate value of up to $40.0 million (the “Purchase Shares”), subject to certain limitations and conditions set forth in the Purchase Agreement. The Company will control the timing and amount of any sales of Purchase Shares to Lincoln Park pursuant to the Purchase Agreement.

Under the Purchase Agreement, on any business day after June 23, 2025 selected by the Company over the twenty-four (24) month term of the Purchase Agreement (each, a “Purchase Date”), the Company may direct Lincoln Park to purchase up to 30,000 shares of common stock on such Purchase Date (a “Regular Purchase”) if the closing sale price per share of the common stock is above $0.50; provided, however, that (i) a Regular Purchase may be increased to up to 35,000 shares, if the closing sale price per share of the common stock is not below $3.50 on the applicable Purchase Date; (ii) a Regular Purchase may be increased to up to 40,000 shares, if the closing sale price per share of the common stock is not below $4.00 on the applicable Purchase Date; (iii) a Regular Purchase may be increased to up to 50,000 shares, if the closing sale price per share of the common stock is not below $4.50 on the applicable Purchase Date; and (iv) a Regular Purchase may be increased to up to 60,000 shares, if the closing sale price per share of the common stock is not below $5.00 on the applicable Purchase Date; provided, that Lincoln Park’s maximum purchase obligation under any single Regular Purchase will not exceed $500 thousand, unless the Company and Lincoln Park mutually agree to increase the maximum amount of such Regular Purchase. The purchase price per share for each such Regular Purchase will be equal to 97% of the lesser of:

The Company also has the right to direct Lincoln Park, on any business day on which the Company has properly submitted a Regular Purchase notice for the maximum amount the Company is then permitted to sell to Lincoln Park in such Regular Purchase, to purchase an additional amount of the Common Stock (an “Accelerated Purchase”) of up to the lesser of:

•30% of the aggregate shares of the common stock traded on Nasdaq during all or, if certain trading volume or market price thresholds specified in the Purchase Agreement are crossed on the applicable Accelerated Purchase date, the portion of the normal trading hours on the applicable Accelerated Purchase date prior to such time that any one of such thresholds is crossed, which period of time on the applicable Accelerated Purchase date is referred to as the Accelerated Purchase Measurement Period.

In consideration for entering into the Purchase Agreement, the Company issued 137,099 shares of common stock (the “Commitment Shares”) to Lincoln Park as a commitment fee. The fair value of the Commitment Shares, which was consideration given to Lincoln Park in exchange for entering into the agreement and was not significant, was measured on the issuance date as determined based on the closing price of the Company’s common stock. Through June 30, 2025, the Company sold 240,000 common shares to Lincoln Park for aggregate proceeds of $0.5 million.

The Purchase Agreement is subject to certain beneficial ownership caps and is initially limited to an aggregate of 1,435,035 common shares, including the Commitment Shares. Under applicable rules of Nasdaq, the Company may not issue or sell to Lincoln Park under the Purchase Agreement more than 19.99% of the shares of the Common Stock outstanding immediately prior to the execution of the Purchase Agreement, unless (i) the Company obtains stockholder approval to issue shares of its common stock in excess of the Exchange Cap to Lincoln Park under the Purchase Agreement in accordance with applicable Nasdaq rules or (ii) the average price of all applicable sales of Common Stock to Lincoln Park under the Purchase Agreement equals or exceeds $2.67 per share, which is the lower of (A) the official closing price of the common stock on Nasdaq on the date immediately preceding the execution Purchase Agreement and (B) the average official closing price of the common stock on Nasdaq for the five consecutive trading days immediately preceding date of the Purchase Agreement, such that the transactions contemplated by the Purchase Agreement are exempt from the Exchange Cap limitation under applicable Nasdaq rules.

The issuance of the Purchase Shares and Commitment Shares have been registered pursuant to the Company’s effective shelf registration statement on Form S-3 (File No. 333-273961) (the “Registration Statement”), and the related base prospectus included in the Registration Statement, as supplemented by a prospectus supplement filed on June 23, 2025.

Warrants and Pre-Funded Warrants—In connection with public and private sales of shares of its common stock, the Company has issued warrants and pre-funded warrants, which are exercisable for the purchase shares of the Company’s common stock. All outstanding warrants and pre-funded warrants are currently exercisable and do not have price reset provisions. Upon the closing of these public and private offerings, the Company received approximately 99% of the exercise price for the pre-funded warrants, for which the remaining exercise price is equal to or less than $0.30 per share. There were no warrant exercises during the three and six months ended June 30, 2025.

As of June 30, 2025, the Company’s outstanding warrants and pre-funded warrants to purchase shares of common stock consisted of the following:


Issuance Date	Number of Shares of Common Stock Issuable	Exercise Price			Expiration Date
October 25, 2016	171	$	593.40		October 24, 2026
December 28, 2017	3,863	$	593.40		December 28, 2027
September 12, 2018	674	$	593.40		September 12, 2028
October 19, 2018	667	$	593.40		October 19, 2028
March 13, 2019	166	$	593.40		March 12, 2029


November 29, 2019	41,665	$	360.00	(a)	n/a
March 23, 2021	1,665	$	261.00	(b)	n/a
November 9, 2021	66,934	$	149.40	(c)	n/a
March 3, 2022	25,555	$	54.00	(d)	n/a
July 6, 2022	442,541	$	32.850	(e)	n/a
July 6, 2022	1,469,159	$	32.850		July 6, 2027
December 9, 2022	1,071,248	$	45.00		December 9, 2027
December 9, 2022	226,665	$	33.00	(f)	n/a
May 18, 2023	275,437	$	45.60	(g)	n/a
	3,626,410