11. Stockholders’ Equity

At-the-Market Offering

On July 11, 2025, the Company entered into a sales agreement (the “Sales Agreement”) with A.G.P./Alliance Global Partners (“A.G.P.”) to sell shares of common stock having an aggregate offering price of up to $4,026 from time to time through an at-the-market equity offering program (the “ATM Program”) under which A.G.P. is acting as the Company’s agent. A.G.P. is entitled to compensation for its services in an amount equal to 3.6% of the gross proceeds of any of the shares of common stock sold under the Sales Agreement. Through December 31, 2025, the Company sold 775,903 shares of common stock pursuant to the ATM Program and received proceeds, net of commissions and expenses, of $2,912.

Warrants to Purchase Common Stock

In connection with certain debt financing transactions, the Company issued warrants to purchase shares of Common Stock. These warrants are exercisable upon issuance and are not subject to any vesting or restrictions on timing of exercise. The Company classifies the warrants as equity as they are exercisable for a fixed number of shares at a fixed exercise price and do not meet any of the criteria to be considered liability classified. The equity classified warrants outstanding as of December 31, 2025 and 2024 were as follows:

Equity Plans

On June 16, 2023, the Board approved the 2023 Equity Incentive Plan (the “2023 Plan”), which became effective upon the filing of a Form 8-A with the SEC on October 18, 2023. The 2023 Plan provides for the granting of stock options, restricted stock, restricted stock units, stock appreciation rights, performance units and performance shares to employees, directors and consultants and any of the Company’s future subsidiary corporations’ employees and consultants. 115,266 shares of Common Stock were reserved for issuance pursuant to the 2023 Plan to be subject to an annual increase, and on January 1, 2025 and 2024, the 2023 Plan was increased by 46,106 shares. As of December 31, 2025, 24,344 shares of Common Stock were reserved under the 2023 Plan for future equity award grants.

The Company’s 2013 Equity Incentive Plan (the “2013 Plan”) was adopted in September 2013 and terminated on October 18, 2023, and no additional awards can be granted under the plan. However, the 2013 Plan will continue to govern the terms and conditions of the outstanding awards previously granted under the plan.

On June 16, 2023, the Company’s Board approved the 2023 Employee Stock Purchase Plan (the “ESPP”), which was effective upon approval. The ESPP allows for the sale of 18,442 shares of Common Stock to eligible employees within established offering periods with certain limitations on participation by individual employees and is subject to an annual increase. On January 1, 2025 and 2024, the ESPP was increased by 9,221 shares.

Stock-based Compensation Expense

The Company accounts for all stock-based payment awards made to employees, directors and advisors based on their fair values and recognizes compensation expense over the vesting period using the straight-line method over the requisite service period for each award as required by FASB ASC Topic No. 718, Compensation-Stock Compensation.

As of December 31, 2025, there was $1,213 of total unrecognized compensation costs related to non-vested stock options and restricted stock units granted under the 2023 Plan and 2013 Plan that are expected to be recognized over a weighted-average period of 2.3 years.

Stock Options

The total grant date fair value of stock options vested during the years ended December 31, 2025 and 2024 was $26 and $202, respectively. As of December 31, 2025 and 2024, stock options outstanding and exercisable have a weighted average remaining contractual life of 4.2 and 4.6 years, respectively.

The Company uses the Black-Scholes model to determine the fair value of stock options. The fair value of each option grant is estimated on the date of the grant.

Prior to October 19, 2023, the Company utilized significant estimates and assumptions in determining the fair value of its common stock, which is a significant input in the Black-Scholes model used to estimate the fair value of stock options granted. The Company utilized various valuation methodologies in accordance with the framework of the American Institute of Certified Public Accountants Technical Practice Aid, Valuation of Privately-Held Company Equity Securities Issued as Compensation, to estimate the fair value of its common stock. The common stock valuation is based on the Company’s enterprise value determined utilizing various methods including the option-pricing method (“OPM”) or a hybrid of the probability-weighted expected return method and the OPM. Each valuation methodology includes estimates and assumptions that required the Company’s judgment. These estimates and assumptions include a number of objective and subjective factors, including external market conditions, the prices at which the Company sold shares of preferred stock, the superior rights and preferences of securities senior to the Company’s common stock at the time of, and the likelihood of, achieving a liquidity event, such as a direct listing on a public market or sale.

There were no stock options granted in 2025 or 2024.

Restricted Stock Units