NOTE 13. STOCKHOLDERS’ EQUITY (DEFICIT)

Common Stock

At June 30, 2025, the Company had 200 million shares of common stock, $0.0001 par value (“Common Stock”), authorized for issuance. Each share of Common Stock has the right to one vote. As of June 30, 2025, the Company had 2,684,651 shares of Common Stock outstanding. The Company has not declared or paid any dividends related to the Common Stock during the six months ended June 30, 2025 and 2024.

Public Offering

On June 30, 2025, the Company closed a public offering (the “Offering”) and issued an aggregate of (i) 507,000 shares (the “Shares”) of common stock, par value $0.0001 per share, of the Company, (ii) 493,000 pre-funded warrants (the “Pre-Funded Warrants”) to purchase up to 493,000 shares of Common Stock (the “Pre-Funded Warrant Shares”), and (iii) 1,000,000 warrants to purchase up to 1,000,000 shares of Common Stock (“Warrants”). Each Share or Pre-Funded Warrant was sold together with one Warrant to purchase one share of Common Stock. The combined offering price for each Share and Warrant was $2.00, and the combined offering price for each Pre-Funded Warrant and accompanying Warrant was $1.9999, resulting in gross proceeds of approximately $2.0 million (net proceeds of approximately $1.6 million), of which, $260,000 was received on July 1, 2025. The Pre-Funded Warrants have an exercise price of $0.0001 per share, be exercisable immediately and will expire when exercised in full. Each Warrant has an exercise price of $2.00 per share and will be immediately exercisable. The Warrants will expire on the five-year anniversary of the date of issuance.

Pursuant to an engagement agreement (as amended, the “Engagement Agreement”) with H.C. Wainwright & Co., LLC (the “Placement Agent”), the Company paid the Placement Agent in connection with the Offering (i) a cash fee equal to 7.0% of the aggregate gross proceeds received in the Offering, (ii) a management fee equal to 1.0% of the aggregate gross proceeds received in the Offering, and (iii) reimbursement of up to $100,000 for legal fees and expenses and other out of pocket expenses. Also pursuant to the Engagement Agreement, the Company, in connection with the Offering, issued to the Placement Agent or its designees warrants (the “Placement Agent Warrants”) to purchase up to an aggregate of 70,000 shares of Common Stock (the “Placement Agent Warrant Shares”). The Placement Agent Warrants have an exercise price of $2.50 per share (which represents 125% of the combined public offering price per Share and accompanying Warrants), will expire on June 27, 2030, and will be exercisable upon issuance.

The $2.0 million was allocated between the Common Stock or Pre-Funded Warrants and Common Stock Warrants purchased based on the relative fair value of these instruments. The fair value of the Common Stocks or Pre-Funded Warrants was determined using the closing price of the stock at close of the Offering (Level 1 on the fair value hierarchy) and the fair

Subsequent to June 30, 2025, 363,000 Pre-Funded Warrants were exercised and 130,000 Pre-Funded Warrants remain outstanding.

At The Market Offering

On May 16, 2024, the Company entered into an At The Market Offering Agreement (the “ATM Agreement”) with H.C. Wainwright & Co., LLC, as sales agent (“Wainwright”), to sell shares of its common stock, par value $0.0001 per share (the “Shares”), through an “at the market offering” program under which Wainwright will act as sales agent. The sales, if any, of the Shares made under the ATM Agreement will be made by any method permitted by law deemed to be an “at the market offering” as defined in Rule 415 promulgated under the Securities Act of 1933, as amended (the “Securities Act”), including sales made directly on or through the Nasdaq Capital Market or on any other existing trading market for the Company’s common stock. The Company will pay Wainwright a commission rate equal to 3.0% of the aggregate gross proceeds from each sale of Common Stock and will also reimburse Wainwright for certain specified expenses in connection with entering into the ATM Agreement, including certain fees and out-of-pocket expenses of its legal counsel.

During the six months ended June 30, 2025, the Company sold 720,936 shares of common stock at an average price of $2.53 per share, resulting in aggregate gross proceeds of approximately $1.8 million.

Preferred Stock

At June 30, 2025, the Company had 25 million shares of preferred stock, $0.0001 par value, authorized for issuance. Preferred stock may be issued in classes or series. Designations, powers, preferences, rights, qualifications, limitations and restrictions are determined by the Company’s Board of Directors.

Warrants

As of June 30, 2025, there are approximately 1,706,000 outstanding warrants with exercise prices between $.0001 and $74,086 per share.

Series A Preferred Stock

Refer to Note 11 for information on Series A Preferred Stock.

Series 1C Preferred Stock

Refer to Note 12 for information on Series 1C Preferred Stock.