10. Stockholders’ Equity 

Common Stock

On September 3, 2024, the stockholders of the Company voted at the Company's 2024 annual meeting of stockholders to approve an amendment to the Company's Fifth Amended and Restated Certificate of Incorporation, to decrease the number of authorized shares of common stock by 500,000,000 shares of common stock, bringing the total number of authorized shares of common stock to 250,000,000 shares with a par value of $0.0001, of which 16,080,980 shares of common stock are outstanding as of December 31, 2025. As of December 31, 2024, 250,000,000 shares were authorized and 7,302,797 shares of common stock were outstanding.

ATM Facility

On  March 19, 2024, the Company entered into an At-The-Market Issuance Sales Agreement, as amended (the “Sales Agreement”) with Ascendiant Capital Markets, LLC (“Ascendiant”) pursuant to which, the Company  may offer and sell, from time to time at its sole discretion, shares of its common stock, par value $0.0001 per share, having an aggregate gross sales price of up to $50 million, to or through Ascendiant. The offer and sale of the shares will be made pursuant to a previously filed shelf registration statement on Form S-3 (File No. 333-275282), originally filed with the SEC on  November 2, 2023 and declared effective by the SEC on  November 29, 2023, and the related prospectus supplement dated  September 9, 2024 and filed with the SEC on such date pursuant to Rule 424(b) under the Securities Act of 1933, as amended (the “Securities Act”). On  May 2, 2024, the Company's public float increased above $75.0 million and, as a result, the Company was not subject to the limitations contained in General Instruction I.B.6 of Form S-3.

Under the Sales Agreement, Ascendiant  may sell shares by any method permitted by law deemed to be an “at the market offering” as defined in Rule 415(a)(4) under the Securities Act. Ascendiant will use commercially reasonable efforts to sell the shares from time to time, based upon instructions from the Company (including any price, time or size limits or other customary parameters or conditions the Company  may impose). The Company agreed to pay Ascendiant a commission of 3.0% of the gross proceeds from the sales of shares sold through Ascendiant under the Sales Agreement and has provided Ascendiant with customary indemnification and contribution rights. The Company also agreed to reimburse Ascendiant for certain expenses incurred in connection with the Sales Agreement. The Company and Ascendiant  may each terminate the Sales Agreement at any time upon specified prior written notice.

For the year ended December 31, 2025, the Company sold 9,719,173 shares of its common stock for net proceeds of $9.7 million. For the year ended  December 31, 2024, the Company sold an aggregate of 6,953,259 shares of its common stock pursuant to the Sales Agreement, resulting in net proceeds of approximately $38.8 million, after deducting underwriting discounts. The Sales Agreement was fully utilized and terminated as of December 31, 2025. 

PIPE and Prefunded Warrants

On September 22, 2025, the Company entered into a Securities Purchase Agreement with a certain accredited investor, pursuant to which the Company agreed to sell the shares and/or pre-funded warrants to the investor, in a private placement transaction. The initial closing of the private placement occurred on September 23, 2025. The Company agreed to issue and sell 760,916 shares of the Company’s common stock, par value $0.0001 per share for $1.60 per Share, and 801,584 pre-funded warrants to purchase one share of common stock per pre-funded warrant, at an offering price of $1.5999 per pre-funded warrant, for gross proceeds to the Company of approximately $2.5 million, before deducting fees and expenses. Each pre-funded warrant is exercisable for one share of common stock for $0.0001 per share. For a period of ninety (90) calendar days following the closing, the investor had the right, in their sole discretion, to purchase additional shares and/or pre-funded warrants for aggregate gross proceeds of $7.5 million (the “Additional Closing”), with the number of shares and/or pre-funded warrants to be issued at the additional closing determined based on the then-current minimum price (as defined in Nasdaq Stock Market Rule 5635(d)).

An additional closing of the private placement occurred on December 23, 2025, when the Company agreed to issue and sell 255,103 shares of the Company’s common stock, for $0.98 per share, representing the minimum price under Nasdaq Rule 5635(d), for gross proceeds to the Company of approximately $250,000, before deducting fees and expenses.

For the year ended December 31, 2025, the Company sold 1,817,603 shares of common stock and pre-funded warrants for net proceeds of  $2.6 million.  There were no private placement common stock sales during the year ended December 31, 2024.

Treasury Stock 

On  March 3, 2025, the board of directors approved a share repurchase program, with authorization to purchase up to $5 million of the Company’s outstanding shares of common stock. For the year ended December 31, 2025, the company bought 2,949,639 shares in open market purchases for a total of $3,190,324 inclusive of transaction fees for a net purchase price of $1.08 per share.  There were no stock repurchases for the year ended December 31, 2024.