v3.26.1
Stockholders’ Equity and Stock-Based Compensation
12 Months Ended
Dec. 31, 2025
Share-Based Payment Arrangement [Abstract]  
Stockholders’ Equity and Stock-Based Compensation

10. Stockholders’ Equity and Stock-Based Compensation

Common Stock

The Company is currently authorized to issue up to 400 million shares of $0.0001 par value common stock. All issued shares of common stock are entitled to vote on a 1 share/1 vote basis.

Preferred Stock

The Company is currently authorized to issue up to 10 million shares of $0.0001 par value preferred stock. No preferred stock was issued or outstanding as of December 31, 2025 and December 31, 2024.

Reverse Stock Splits

On January 24, 2025, the Company completed a reverse stock split of its outstanding shares of common stock pursuant to which every 60 shares of issued and outstanding common stock were exchanged for one share of common stock. No fractional shares were issued in the reverse stock split. Instead, the Company paid cash (without interest) equal to such fraction multiplied by $9.75 per share (a price equal to the average of the closing sales prices of the common stock on The Nasdaq Capital Market during regular trading hours for the five consecutive trading days immediately preceding January 27 with such average closing sales prices being adjusted to give effect to a Reverse Stock Split). All share and per share amounts included within these consolidated financial statements have been retrospectively adjusted to reflect the reverse stock split.

Sale of Common Stock

Cowen At-the-Market Facility

On March 23, 2021, the Company entered into a Sales Agreement with Cowen and Company, LLC (“Cowen”) which provides for the sale, in the Company’s sole discretion, of shares of common stock having an aggregate offering price of up to $350.0 million through or to Cowen, acting as sales agent or principal, which was amended on March 9, 2023

to decrease the maximum aggregate offering price to $200.0 million for sales made on and after the date of the amendment (the “Cowen ATM”). The Company agreed to pay Cowen a commission of up to 3.0% of the aggregate gross proceeds from each sale of shares, reimburse legal fees and disbursements and provide Cowen with customary indemnification and contribution rights. During the year ended December 31, 2024, the Company sold approximately 0.5 million shares of common stock under the Cowen ATM at an average share price of $46.40 per share, and received gross proceeds of approximately $21.4 million before deducting offering costs of $0.6 million.

In January 2025, the Company sold approximately 0.1 million shares of common stock under the Cowen ATM at an average share price of $18.94 per share, and received gross proceeds of approximately $1.9 million before deducting offering costs of $0.05 million. On February 4, 2025, the Company provided notice of its termination, effective February 14, 2025, of the Cowen ATM.

Wainwright At-the-Market Facility

On February 21, 2025, the Company entered into an At The Market Offering Agreement (the “ATM Agreement”) with H.C. Wainwright & Co., LLC (“Wainwright”), pursuant to which the Company may offer and sell, from time to time at its sole discretion, shares of its common stock having an aggregate offering price of up to $75.0 million, through or to Wainwright, acting as sales agent or principal. The Company agreed to pay Wainwright a commission of up to 3.0% of the aggregate gross proceeds from each sale of shares, reimburse legal fees and disbursements and provide Wainwright with customary indemnification and contribution rights. From February 24, 2025 to December 31, 2025, the Company sold approximately 3.0 million shares of common stock under the ATM Agreement at an average share price of $3.06 per share, and received gross proceeds of approximately $9.2 million before deducting offering costs of $0.3 million. From January to March 2026, the Company sold approximately 0.4 million shares of common stock under the ATM Agreement at an average share price of $1.30 per share, and received gross proceeds of approximately $0.6 million before deducting offering costs of $0.02 million.

Stock Warrants

A summary of the Company’s warrant activity for the years ended December 31, 2025 and 2024 was as follows:

 

 

Shares of
Stock under
Warrants

 

 

Weighted-
Average
Exercise
Price

 

 

Weighted-
Average
Remaining
Contractual
Term

 

 

Aggregate
Intrinsic
Value

 

Outstanding at January 1, 2024

 

 

362,000

 

 

$

262.61

 

 

 

4.78

 

 

$

 

Granted

 

 

1,192,000

 

 

 

29.29

 

 

 

 

 

 

 

Exercised

 

 

(134,000

)

 

 

0.06

 

 

 

 

 

 

 

Canceled

 

 

(300

)

 

 

516.00

 

 

 

 

 

 

 

Outstanding at December 31, 2024

 

 

1,419,700

 

 

$

91.34

 

 

 

1.40

 

 

$

 

Granted

 

 

11,016,000

 

 

 

2.72

 

 

 

 

 

 

 

Exercised

 

 

(355,000

)

 

 

0.05

 

 

 

 

 

 

 

Canceled

 

 

(200

)

 

 

198.00

 

 

 

 

 

 

 

Outstanding at December 31, 2025

 

 

12,080,500

 

 

$

13.22

 

 

 

2.87

 

 

$

 

 

In connection with the registered direct offering and public offering (as described under the heading “Registered Direct Offering” and “September 2025 Public Offering” below) the Company issued warrants to purchase shares of the Company’s common stock.

2018 Equity Incentive Plan

In August 2018, the Company’s board of directors (the “Board”) and its stockholders adopted the 2018 Equity Incentive Plan (the “2018 Plan”), as a successor to and continuation of the Company’s 2006 Equity Incentive Plan (the “2006 Plan”). Under the 2018 Plan, the Company may grant stock options, stock appreciation rights, restricted stock, restricted stock units and other awards to individuals who are then its employees, directors and consultants, including employees and consultants of its affiliates. The Company had initially reserved approximately 2,500 shares of common stock for issuance under the 2018 Plan, which is the sum of (1) approximately 1,700 new shares, plus (2) the number of shares that remained available for issuance under the 2006 Plan at the time the 2018 Plan became effective, and (3) any shares subject to outstanding stock options or other stock awards that were granted under the 2006 Plan that would have otherwise returned to the 2006 Plan. In addition, the number of shares of common stock reserved for issuance under the 2018 Plan will automatically increase on January 1 of each calendar year, starting on January 1, 2019 through January 1, 2028, in an amount equal to 5% of the total number of shares of the Company’s capital stock outstanding on the last day of the calendar month before the date of each automatic increase, or a lesser number of shares determined by the Board. As of December 31, 2025, approximately 14,000 shares of common stock were authorized for future grants under the 2018 Plan.

2020 Inducement Plan

In August 2020, the Company’s Board adopted the 2020 Inducement Plan, which was further amended by the Board on October 6, 2021, and November 21, 2022. Under the 2020 Plan, the Company may grant stock options, stock appreciation rights, restricted stock, restricted stock units and other awards to individuals who are then its employees, directors and consultants, including employees and consultants of its affiliates. The Company initially reserved approximately 3,500 shares of common stock for issuance under the 2020 Plan. An approximate additional 1,700 of shares of common stock were reserved for issuance under the Inducement Plan on each of October 6, 2021 and November 21, 2022 for a total of approximately 6,900 shares pursuant to amendments approved by the Board. As of December 31, 2025, approximately 35,000 shares of common stock were authorized for future grants under the 2020 Plan.

Employee Stock Purchase Plan

In August 2018, the Board and the Company’s stockholders adopted the 2018 Employee Stock Purchase Plan (the “ESPP”). A total of approximately 300 shares of common stock were initially reserved for issuance under the ESPP. In addition, the number shares of common stock reserved for issuance under the ESPP will automatically increase on January 1 of each calendar year, beginning on January 1, 2019, through January 1, 2028, by the lesser of (1) 1% of the total number of shares of the Company’s common stock outstanding on the last day of the calendar month before the date of the automatic increase, (2) 400 shares, or (3) a lesser number of shares as determined by the Board. As of December 31, 2025, approximately 1,000 shares of common stock were authorized for future grants under the ESPP plan. The Company had temporarily suspended the ESPP plan as of December 31, 2024 and the plan remained suspended as of December 31, 2025.

Stock Options

A summary of the Company’s stock option activity during the year ended December 31, 2025 is as follows:

 

 

Shares of
Stock under
Stock Options

 

 

Weighted-
Average
Exercise
Price

 

 

Weighted-
Average
Remaining
Contractual
Term

 

 

Aggregate
Intrinsic
Value

 

Outstanding at January 1, 2025

 

 

56,000

 

 

$

937.32

 

 

 

7.90

 

 

$

 

Granted

 

 

150,000

 

 

 

3.49

 

 

 

 

 

 

 

Exercised

 

 

 

 

 

 

 

 

 

 

 

 

Canceled

 

 

(16,000

)

 

 

473.68

 

 

 

 

 

 

 

Outstanding and expected to vest at December 31, 2025

 

 

190,000

 

 

 

237.26

 

 

 

8.71

 

 

 

 

Vested and exercisable at December 31, 2025

 

 

56,000

 

 

$

741.12

 

 

 

7.60

 

 

$

 

 

The weighted-average grant date fair value of stock option grants during the years ended December 31, 2025 and 2024 was $3.14 and $39.48, respectively. The total intrinsic value of the stock options exercised during the years ended December 31, 2025 and 2024 was zero. The contractual term of stock options granted to employees was 10 years, which is also the maximum contractual term permitted for stock options (and stock appreciation rights) issued under the 2018 Plan. Stock options generally vest or become exercisable monthly over a four-year period.

Executive Option Grants and RSUs

On June 3, 2024, the compensation committee of the Company’s board of directors granted various executive officers stock options to purchase an aggregate of approximately 8,000 shares of common stock at an exercise price of $55.80 per share, and RSUs amounting to approximately 2,000 shares of common stock at a grant date fair value of $55.80 per share, in each case with an effective grant date and vesting commencement date of June 3, 2024.

On March 14, 2025, the compensation committee of the Company’s board of directors granted various executive officers stock options to purchase an aggregate of approximately 41,000 shares of common stock at an exercise price of $3.47 per share, with an effective grant date and vesting commencement date of March 14, 2025.

On February 2, 2026, the compensation committee of the Company’s board of directors granted various executive officers stock options to purchase an aggregate of approximately 162,000 shares of common stock at an exercise price of $1.27 per share, with an effective grant date and vesting commencement date of February 2, 2026.

These stock option grants and RSUs were issued from the 2018 Plan. The shares subject to the stock options shall vest monthly over 48 months beginning on the one-month anniversary of their respective grant dates, such that the stock options shall be fully vested and exercisable on the four-year anniversary of their respective grant dates. The RSUs shall vest monthly over 48 months beginning one year after their respective grant dates, and the balance of the shares vest in a series of three successive equal annual installments measured from the first anniversary of the applicable grant date, such that the RSU shall be fully vested and exercisable on the four-year anniversary of the applicable grant date.

Restricted Stock Units and Performance Stock Units

The Company issues restricted stock units (“RSU”) and performance stock units (“PSU”). The Company grants restricted stock pursuant to the 2018 Plan and satisfy such grants through the issuance of new shares. RSUs are share

awards that, upon vesting, will deliver to the holder shares of our common stock. For grants prior to 2023, RSUs generally vest over a two-year period with equal vesting annually. For grants beginning in 2023, RSUs generally vest over a four-year period with equal vesting monthly beginning one year after the grant date. The Company issues PSUs for which the number of shares issuable at the end of a four-year performance period is based on our performance relative to specified revenue targets and continued employment through the vesting period.

The following table summarizes RSU activity during the year ended December 31, 2025:

 

 

Stock Units

 

 

Weighted- Average
Grant Date Fair
Value per Share

 

Outstanding at January 1, 2025

 

 

6,000

 

 

$

272.04

 

Granted

 

 

 

 

 

 

Released

 

 

(1,740

)

 

 

309.37

 

Forfeited

 

 

(770

)

 

 

230.69

 

Outstanding at December 31, 2025

 

 

3,490

 

 

$

290.34

 

 

The total fair value of the RSUs that vested during the years ended December 31, 2025 and 2024 was $0.5 million and $0.7 million, respectively, determined as of the date of vesting. The weighted average remaining contractual term for the RSUs was 2.1 years as of December 31, 2025.

The following table summarizes PSU activity during the year ended December 31, 2025:

 

 

Stock Units

 

 

Weighted- Average
Grant Date Fair
Value per Share

 

Outstanding at January 1, 2025

 

 

480

 

 

$

2,844.00

 

Granted

 

 

 

 

 

 

Released

 

 

(480

)

 

 

2,844.00

 

Forfeited

 

 

 

 

 

 

Outstanding at December 31, 2025

 

 

 

 

$

 

 

During the year ended December 31, 2023, the Company reassessed the implicit service period on its performance-based stock units relative to specified revenue targets and determined that the performance conditions were met from an accounting perspective, but subject to certain certifications and approval from the Compensation Committee; therefore, the remaining expense was accelerated as of December 31, 2023. As a result of the accelerated vesting terms, the weighted average remaining contractual term for the PSUs was 0 as of December 31, 2023. On March 14, 2025, the Compensation Committee certified that the Company had achieved the performance goals for the above PSUs.

Stock-Based Compensation Expense

The Company recognized stock-based compensation expense for the years ended December 31, 2025 and 2024 as follows:

 

 

Years Ended December 31,

 

 

2025

 

 

2024

 

Cost of product revenue

 

$

136,000

 

 

$

271,000

 

Cost of service and other revenue

 

 

 

 

 

94,000

 

Research and development

 

 

617,000

 

 

 

2,149,000

 

General and administrative

 

 

3,781,000

 

 

 

7,222,000

 

Total stock-based compensation expense

 

$

4,534,000

 

 

$

9,736,000

 

 

The weighted-average assumptions used in the Black-Scholes-Merton option pricing model to determine the fair value of the employee stock option grants during the years ended December 31, 2025 and 2024 were as follows:

 

 

Years Ended December 31,

 

 

2025

 

 

2024

 

Risk-free interest rate

 

 

4.1

%

 

 

4.3

%

Expected volatility

 

 

135.0

%

 

 

86.2

%

Expected term (in years)

 

 

5.7

 

 

 

5.7

 

Expected dividend yield

 

 

0.0

%

 

 

0.0

%

 

Risk-free interest rate. The risk-free rate assumption is based on the U.S. Treasury instruments, the terms of which were consistent with the expected term of the Company’s stock options.

Expected volatility. The Company incorporates the Company’s own volatility assumption into the expected volatility calculation for Black-Scholes by using an equal weighting of the Company’s historical stock volatility and the historical volatilities of a group of industry peers whose share prices are publicly available. Effective January 1, 2025, the Company uses 100% of its historical stock volatility in the expected volatility calculation for Black-Scholes.

Expected term. The expected term of stock options represents the weighted-average period the stock options are expected to be outstanding. The Company does not have sufficient historical exercise data to provide a reasonable basis upon which to estimate expected term due to the limited period of time its equity shares have been publicly traded. As a result, the Company uses the simplified method for estimating the expected term as provided by the SEC. The simplified method calculates the expected term as the average of the time-to-vesting and the contractual life of the options.

Expected dividend yield. The expected dividend assumption is based on the Company’s history and expectation of dividend payouts. The Company has not paid and does not intend to pay dividends.

Forfeitures. The Company reduces stock-based compensation expense for actual forfeitures during the period.

Unrecognized Stock-Based Compensation Expense

As of December 31, 2025, the unrecognized compensation expense for all non-vested share-based awards was $2.5 million, and is expected to be recognized as expense over a weighted-average period of 1.2 years.

Registered Direct Offerings

On April 4, 2024, the Company entered into a securities purchase agreement (the “April 2024 Purchase Agreement”) with certain institutional investors, pursuant to which the Company agreed to issue and sell, in a registered direct offering priced at-the-market consistent with the rules of the Nasdaq Stock Market (the “April 2024 Registered Direct Offering”): (i) an aggregate of approximately 109,000 shares of the Company’s common stock, (ii) pre-funded warrants to purchase up to an aggregate of approximately 37,000 shares of common stock (the “April Pre-Funded Warrants”), and (iii) warrants to purchase up to approximately 146,000 shares of common stock (the “April Purchase Warrants”). The combined purchase price of each share of common stock and accompanying April Purchase Warrant was $68.70 per share. The combined purchase price of each April Pre-Funded Warrant and accompanying April Purchase Warrant was $68.64 (equal to the combined purchase price per share of common stock and accompanying April Purchase Warrant, minus $0.001). The gross proceeds to the Company from the April 2024 Registered Direct Offering were $10.0 million. The Company received net proceeds of $9.3 million after deducting placement agent fees and other offering expenses of $0.7 million payable by the Company.

Each April Purchase Warrant is exercisable for one share of common stock at an exercise price of $61.20 per share. The Purchase Warrants are immediately exercisable as of the date of issuance of April 8, 2024, and will expire on the five-year anniversary of the date of issuance. The April Pre-Funded Warrants are offered in lieu of shares of common stock and provide that the holder may not exercise any portion of an April Pre-Funded Warrant to the extent that immediately prior to or after giving effect to such exercise the holder would own more than 4.99% (or, at the election of the holder, 9.99%) of the Company’s outstanding common stock immediately following the consummation of the April 2024 Registered Direct Offering. Each April Pre-Funded Warrant is exercisable for one share of common stock at an exercise price of $0.001 per share. The April Pre-Funded Warrants were immediately exercisable and were exercised in full at the time of closing.

On July 4, 2024, the Company entered into a securities purchase agreement (the “July 2024 Purchase Agreement”) with certain institutional investors, pursuant to which the Company agreed to issue and sell, (i) in a registered direct offering priced at-the-market consistent with the rules of the Nasdaq Stock Market (the “July 2024 Registered Direct Offering”): (a) an aggregate of approximately 195,000 shares of the Company’s common stock, and (b) pre-funded warrants to purchase up to an aggregate of approximately 97,000 shares of common stock (the “July Pre-Funded Warrants”), and (ii) in a concurrent private placement (the “Private Placement” and together with the July 2024 Registered Direct Offering, the “July 2024 Offering”), Series A warrants to purchase up to an aggregate of approximately 292,000 shares of common stock (the “Series A Warrants”) and Series B warrants to purchase up to an aggregate of approximately 292,000 shares of common stock (the “Series B Warrants”, and together with the Series A Warrants, the “July Purchase Warrants”). Each share of common stock and each July Pre-Funded Warrant sold pursuant to the July 2024 Purchase Agreement were accompanied by one Series A Warrant and one Series B Warrant. The combined purchase price of each share of common stock and accompanying July Purchase Warrants was $34.260 per share. The combined purchase price of each July Pre-Funded Warrant and accompanying July Purchase Warrants was 34.259 (equal to the combined purchase price per share of common stock and accompanying July Purchase Warrants, minus $0.001). The gross proceeds to the Company from the July 2024 Offering were approximately $10.0 million (excluding up to $20.0 million of aggregate gross proceeds that may be received in the future upon the cash exercise of the July Purchase Warrants issued in the Private Placement which was contingent upon the July Stockholder Approval described below), before deducting placement agent fees and other offering expenses payable by the Company. The Company received net proceeds of $9.3 million after deducting placement agent fees and other offering expenses of $0.7 million payable by the Company.

Each July Purchase Warrant became exercisable for one share of common stock at an exercise price of $34.260 per share beginning on November 27, 2024, the effective date of stockholder approval for the issuance of the shares of

common stock upon exercise of the July Purchase Warrants (the “July Stockholder Approval”). The Series A Warrants will expire on the earlier of (i) the 24-month anniversary of the July Stockholder Approval and (ii) 60 days following the later of (a) the date of the public announcement of the occurrence of a medical administrative contractor (including, without limitation, Molecular Diagnostic Services), issuing a final local coverage determination for optical genome mapping for hematological malignancies and (b) the date of the July Stockholder Approval. The Series B Warrants will expire on the earlier of (i) the five-year anniversary of the July Stockholder Approval and (ii) six months following the later of (a) the date of the public announcement of the occurrence of the Company receiving clearance from the U.S. Food and Drug Administration for an optical genome mapping system for any indication and (b) the date of the July Stockholder Approval. The July Pre-Funded Warrants were immediately exercisable for one share of common stock at an exercise price of $0.001 per share and were exercised in full as of December 31, 2024.

The Company adjourned its Special Meeting of Stockholders originally held on October 2, 2024 (the “Special Meeting”) to October 30, 2024 because a quorum was not present at the time of the meeting. The reconvened meeting held on October 30, 2024 was further adjourned to November 27, 2024 because a quorum was not present at the time of the reconvened meeting. The Special Meeting reconvened on November 27, 2024 and obtained stockholder approval for the issuance of the shares of common stock upon exercise of the July Purchase Warrants.

On October 30, 2024, the Company entered into a securities purchase agreement (the “October 2024 Purchase Agreement”) with certain institutional investors, pursuant to which the Company agreed to issue and sell, in a registered direct offering priced at-the-market consistent with the rules of the Nasdaq Stock Market (the “October 2024 Offering”): (i) an aggregate of approximately 165,000 shares of the Company’s common stock, (ii) Series C warrants to purchase up to an aggregate of approximately 165,000 shares of the Company’s common stock (the “Series C Warrants”) and (iii) Series D warrants to purchase up to an aggregate of approximately 165,000 shares of the Company’s common stock (the “Series D Warrants”, and together with the Series C Warrants, the (“October Purchase Warrants”). Each share of common stock sold pursuant to the October 2024 Purchase Agreement was accompanied by one Series C Warrant to purchase one share of common stock and one Series D Warrant to purchase one share of common stock. The shares of common stock and the October Purchase Warrants were immediately separable and were issued separately. The combined purchase price of each share of common stock and accompanying October Purchase Warrants was $18.234 per share. The gross proceeds to the Company from the October 2024 Offering were approximately $3.0 million (excluding up to approximately $6.0 million of aggregate gross proceeds that may be received in the future upon the cash exercise of the October Purchase Warrants, which was contingent upon the October Stockholder Approval described below), before deducting placement agent fees and other offering expenses payable by the Company.

Each October Purchase Warrant is exercisable for one share of common stock at an exercise price of $18.234 per share beginning on January 15, 2025, the effective date of stockholder approval of the issuance of the shares of common stock upon exercise of the October Purchase Warrants (the “October Stockholder Approval”). The Series C Warrants will expire on the five-year anniversary of the October Stockholder Approval. The Series D Warrants will expire on the 18-month anniversary of the October Stockholder Approval.

On January 3, 2025, the Company entered into a securities purchase agreement (the “January 2025 Purchase Agreement”) with certain institutional investors, pursuant to which the Company agreed to issue and sell, in a registered direct offering priced at-the-market consistent with the rules of the Nasdaq Stock Market (the “January 2025 Offering”) (i) an aggregate of approximately 382,000 shares of the Company’s common stock, (ii) pre-funded warrants to purchase up to an aggregate of approximately 280,000 shares of common stock (the “January Pre-Funded Warrants”) and (iii) warrants to purchase up to an aggregate of approximately 661,000 shares of common stock (the “January Purchase Warrants”). Each share of common stock and each January Pre-Funded Warrant sold pursuant to

the January 2025 Purchase Agreement were accompanied by a January Purchase Warrant. Both the shares of common stock and the accompanying January Purchase Warrants, and the January Pre-Funded Warrants and the accompanying January Purchase Warrants were immediately separable and were issued separately.

The combined purchase price of each share of common stock and accompanying January Purchase Warrant was $15.120 per share. The combined purchase price of each January Pre-Funded Warrant and accompanying January Purchase Warrant was $15.119 (equal to the combined purchase price per share of common stock and accompanying January Purchase Warrant, minus $0.001). The gross proceeds to the Company from the January 2025 registered direct offering were approximately $10.0 million (excluding up to approximately $10.0 million of aggregate gross proceeds that may be received in the future upon the cash exercise of the January Purchase Warrants which was contingent upon stockholder approval, which was obtained in June 2025), before deducting placement agent fees and other offering expenses payable by the Company. Each January Purchase Warrant is exercisable for one share of common stock at an exercise price of $15.120 per share beginning on the effective date of stockholder approval, or June 11, 2025, of the issuance of the shares of common stock upon exercise of the January Purchase Warrants (the “Stockholder Approval”). The January Purchase Warrants will expire on the five-year anniversary of the Stockholder Approval. The January Pre-Funded Warrants were immediately exercisable and were exercised in full in January 2025.

On January 15, 2025, the Company held a Special Meeting of Stockholders (the “2025 Special Meeting”), and obtained stockholder approval for the issuance of the shares of common stock issuable upon exercise of the October Purchase Warrants and approval, at the discretion of the Company’s board of directors, of a reverse stock split of the Company’s common stock at a ratio of between 1-for-25 and 1-for-75. On January 15, 2025, the Company’s board of directors approved a reverse stock split at a ratio of 1-for-60, and on January 24, 2025, the Company filed a certificate of amendment to effect the reverse split ratio chosen by the Company’s board of directors as further described above under the section “Reverse Stock Splits.”

September 2025 Public Offering

On September 16, 2025, the Company commenced a best efforts public offering (the “September 2025 Offering”) of an aggregate of (i) 4.925 million shares of its common stock, (ii) pre-funded warrants (the “September Pre-Funded Warrants”) to purchase up to an aggregate of 75,000 shares of common stock, (iii) Series E warrants (the “Series E Warrants”) to purchase up to an aggregate of 5.0 million shares of common stock, and (iv) Series F warrants (the “Series F Warrants,” to purchase up to an aggregate of 5.0 million shares of common stock. Each share of common stock or September Pre-Funded Warrant was sold together with one Series E Warrant to purchase one share of common stock and one Series F Warrant to purchase one share of common stock.

The combined public offering price for each share of common stock and accompanying Series E and Series F Warrant was $2.00, and the combined public offering price for each September Pre-Funded Warrant and accompanying Series E and Series F Warrant was $1.9999. The September Pre-Funded Warrants have an exercise price of $0.0001 per share, are exercisable immediately upon issuance and will expire when exercised in full. 50,000 of the 75,000 September Pre-Funded Warrants were exercised in full at time of closing on September 16, 2025. The remaining 25,000 September Pre-Funded Warrants were exercised in full on November 5, 2025. Each Series E and Series F Warrant have an exercise price of $2.00 per share and is exercisable immediately upon issuance. The Series E warrants will expire on the five-year anniversary of the date of issuance and the Series F warrants will expire on the eighteen-month anniversary of the date of issuance. The gross proceeds to the Company from the September 2025 Offering were approximately $10.0 million (excluding up to approximately $20.0 million of aggregate gross proceeds that may be received in the future upon the cash exercise of the Series E and Series F Warrants), before deducting placement

agent fees and other offering expenses payable by the Company. The September 2025 Pre-Funded Warrants, Series E Warrants, and Series F Warrants qualified for classification as equity instruments.