8. Stockholders’ Equity

Common and Preferred Stock

The Company is authorized to issue up to 250,000,000 shares of common stock with a par value of $0.001 per share, and 10,000,000 shares of preferred stock with a par value of $0.001 per share. As of December 31, 2025 and 2024, there were 88,904,161 and 59,854,877 shares of common stock issued and outstanding, respectively.

Common stockholders are entitled to dividends if and when declared by the Company’s board of directors subject to the rights of the preferred stockholders. As of December 31, 2025, no dividends on common stock had been declared by the Company.

2022 ATM

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On December 23, 2022, the Company filed a shelf registration statement on Form S-3 with the SEC in relation to the registration of common stock, preferred stock, debt securities, warrants, subscription rights, and/or units of any combination thereof of up to $200,000 in aggregate (the “Shelf”). The Shelf was declared effective on January 3, 2023 by the SEC. The Company also simultaneously entered into the Previous Sales Agreement with B. Riley providing for the offering, issuance and sale by the Company of up to $40,000 of its common stock from time to time in ATM offerings under the Shelf.  The Company sold 13,624,062 shares of common stock pursuant to the 2022 ATM during the year ended December 31, 2025, for gross proceeds of approximately $9,409. On December 16, 2025, the Company delivered written notice to B. Riley to terminate the Previous Sales Agreement, effective December 18, 2025. The Company is not subject to any termination penalties related to the termination of the Previous Sales Agreement. Prior to termination, approximately $12,465 remained in gross proceeds available for future issuances of common stock under the 2022 ATM.

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2025 ATM

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On December 18, 2025, we filed a shelf registration statement with the SEC and a prospectus supplement, which registered the offering, issuance and sale of up to $300.0 million of various equity and debt securities and up to $75,000 of common stock pursuant to an at-the-market equity offering program with Jefferies. For the period ended December 31, 2025, the Company did not sell any shares of common stock pursuant to the 2025 ATM. As of December 31, 2025, $75,000 remain in gross proceeds available for future issuances of common stock under the 2025 ATM.

Lincoln Park Purchase Agreement

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On March 10, 2023, the Company entered into a purchase agreement with Lincoln Park for an equity line financing. The Purchase Agreement provides that, subject to the terms and conditions set forth therein, the Company has the right, but not the obligation, to direct Lincoln Park to purchase up to $35,000 of shares of common stock in the Company’s sole discretion, over a 36-month period commencing on March 10, 2023. During the year ended December 31, 2025, the Company did not sell any shares of common stock to Lincoln Park. As of December 31, 2025, $34,795 was available to draw pursuant to the Purchase Agreement.

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March 2024 Offering

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In March 2024, the Company entered into an underwriting agreement with Titan relating to the issuance and sale by the Company of 7,557,142 shares of its common stock, which included the exercise of the underwriters’ option to purchase 985,714 additional shares of common stock, at a public offering price of $1.75 per share. The Company closed this offering on March 14, 2024 and the full exercise of the underwriters’ option to purchase 985,714 additional shares of common stock was closed on March 28, 2024. The Company received net proceeds of approximately $11,896, after deducting $1,329 of underwriting discounts and commissions and other offering related expenses payable by the Company.

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August 2025 Registered Direct Offering and Warrant Issuance

In August 2025, the Company entered into Securities Purchase Agreements with two institutional investors relating to the issuance of an aggregate of 14,700,000 shares of the Company’s common stock to such investors at a purchase price of $2.05 per share in the “Registered Direct Offering”. The Company also entered into a Placement Agency Agreement on such date (the “Purchase Agency Agreement”) with Titan acting as the sole placement agent for the Registered Direct Offering. The Company closed this offering on August 29, 2025. The Company received net proceeds of approximately $27,890, after deducting $2,245 of underwriting discounts, commissions, placement agent fees, and other offering related expenses payable by the Company.

In connection with the Placement Agency Agreement, the Company agreed to pay Titan an aggregate cash fee of 7.0% of the gross proceeds raised from the sale and issuance of the shares of common stock minus certain expenses. Additionally, the Company agreed to issue warrants to Titan to purchase up to 514,500 shares of common stock (the “Placement Agent Warrants”). The Placement Agent Warrants have an exercise price equal to $2.78 and will be exercisable commencing six months from the close of the Registered Direct Offering with a term of five (5) years from the date of the Placement Agency Agreement. The Placement Agent Warrants are equity classified as the warrants do not contain a required cash settlement adjustment feature with respect to a transaction outside of the Company’s control or not deemed to be indexed to the Company’s stock. The Placement Agent Warrants were issued for services performed by the placement agent and were treated as offering costs. The aggregate fair value was determined to be approximately $853 using the Black-Scholes pricing model with the following assumptions: 79.97% volatility, risk free interest rate of 3.59%, an expected life of 2.8 years and no dividend. The aggregate fair market value was recorded as an offset to gross proceeds of the Registered Direct Offering and an increase to additional paid-in capital.

As of December 31, 2025, the Company had the following equity-classified common stock warrants outstanding:

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