5. STOCKHOLDERS' EQUITY, EQUITY INCENTIVE PLANS, AND STOCK-BASED COMPENSATION

Our authorized capital stock consists of:

On December 18, 2025, the Company's stockholders approved an amendment to the Company's Amended and Restated Certificate of Incorporation, as amended, to increase the Company’s authorized shares of common stock, par value $0.0001 per share, from 315,000,000 to 515,000,000.

As of December 31, 2025 there were 5,872,865 shares of our common stock outstanding, and no shares of preferred stock outstanding. As of December 31, 2024, there were 2,359,327 shares of our common stock outstanding, and no shares of preferred stock outstanding.

Common Stock

Voting. The holders of our common stock are entitled to one vote for each share held of record on all matters on which the holders are entitled to vote (or consent pursuant to written consent). Directors are elected by a plurality of the votes present in person or represented by proxy and entitled to vote.

Dividends. The holders of common stock are entitled to receive, ratably, dividends only if, when and as declared by our board of directors out of funds legally available therefor and after provision is made for each class of capital stock having preference over the common stock.

Liquidation Rights. In the event of the Company’s liquidation, dissolution or winding-up, the holders of common stock will be entitled to share, ratably, in all assets remaining available for distribution after payment of all liabilities and after provision is made for each class of capital stock having preference over the Common Stock.

Conversion Right. The holders of common stock have no conversion rights.

Preemptive and Similar Rights. The holders of common stock have no preemptive or similar rights.

Redemption/Put Rights. There are no redemption or sinking fund provisions applicable to the Common Stock. All of the outstanding shares of common stock will be fully-paid and nonassessable.

Preferred Stock

Our board of directors has the authority to issue shares of preferred stock from time to time on terms it may determine, to divide shares of preferred stock into one or more series and to fix the designations, preferences, privileges, and restrictions of preferred stock, including dividend rights, conversion rights, voting rights, terms of redemption, liquidation preference, sinking fund terms, and the number of shares constituting any series or the designation of any series to the fullest extent permitted.

Equity Offering Activity

On May 29, 2024, the Company closed the sale of 94,937 shares of common stock and the May 2024 Warrants, pursuant to the securities purchase agreement entered into between the Company and several purchasers on May 28, 2024. Refer to Note 4, Warrants, for additional details.

On August 22, 2024, we completed an underwritten offering for the issuance and sale of 163,813 shares of common stock, the August 2024 Warrants and the August 2024 Pre-funded Warrants. Refer to Note 4, Warrants, for additional details.

On December 18, 2024 the Company closed the sale of the December Underwriting Agreement for the offering, issuance and sale of 600,000 shares of common stock and December 2024 Common Stock Warrants. Refer to Note 4, Warrants, for additional details.

On June 26, 2025, the Company closed the sale of 1,000,000 shares of common stock, the Series C Common Warrants, and the Series D Common Warrants as part of a public offering. Refer to Note 4, Warrants, for additional details.

On September 18, 2025, the Company closed the sale of 1,350,000 shares of common stock, the Series E Common Warrants, and the Series F Common Warrants as part of a public offering. Refer to Note 4, Warrants, for additional details.

As of December 31, 2025, the Company has shares of common stock reserved for future issuance as follows:

May 2025 ATM Sales Agreement

On May 30, 2025, the Company entered into an at market issuance sales agreement (the “May 2025 ATM Sales Agreement”) with B. Riley Securities, Inc. and Alliance Global Partners serving as agents (the “Agents”), with respect to an at-the-market ("ATM") offering program under 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 $50 million through the Agents. During the year ended December 31, 2025, the Company sold 150,800 shares of common stock pursuant to the May 2025 ATM Sales Agreement for net proceeds of approximately $1.5 million after deducting sales agent commissions and other offering expenses of approximately $0.4 million.

2020 Equity Incentive Plan

During the year ended December 31, 2025, in accordance with the “evergreen” provision in the Company's 2020 Equity Incentive Plan (the "Evergreen Provision"), an additional 232,896 shares (the “Evergreen Shares”) were automatically made available for issuance for future awards under such plan on the first day of 2025, which represents 10% of the number of shares of common stock outstanding on December 31, 2024. The Evergreen Shares are included in the 2020 Equity Incentive Plan share reserve as of December 31, 2025. As of December 31, 2025, the Company had 340,793 shares reserved for future grants under the 2020 Equity Incentive Plan. Following the December 31, 2025 balance sheet date, in accordance with the Evergreen Provision, an additional 584,250 shares were automatically made available for issuance under the plan on the first day of 2026, representing approximately 10% of the number of shares of common stock outstanding on December 31, 2025.

In August 2025, the Company awarded 15,000 shares of restricted common stock to a consultant in exchange for services to be provided, all of which were vested as of December 31, 2025. These shares of restricted common stock were issued pursuant to the Company's 2020 Equity Incentive Plan. The fair value of these shares of restricted common stock was determined based on the share price of the Company as of the grant date, and was approximately $0.2 million.

Stock-based Compensation Expense

The Company records stock-based compensation expense based on the fair value of stock options and shares of restricted common stock granted to employees, non-employee consultants and non-employee directors. During the years ended December 31, 2025 and 2024, the Company recorded stock-based compensation expense of approximately $2.2 million and $1.6 million, respectively. As of December 31, 2025, the Company had unrecognized stock-based compensation expense of $1.2 million, which is expected to be recognized over a weighted-average period of 1.4 years.

The fair value of options granted during the year ended December 31, 2025 and 2024 used the following ranges of assumptions and key inputs:

The weighted average fair value of stock options granted for the year ended December 31, 2025 and 2024 was $28.40 and $20.20, respectively. The options have a contractual term of 10 years.

Activity under the Company's equity compensation plan for the years ended December 31, 2025 and 2024 is as follows:

* For the year ended December 31, 2024, the Company settled certain accrued bonus amounts through the issuance of a total of 16,641 stock options to certain employees, in lieu of cash bonuses. The fair value of those stock options was approximately $330,816 and this amount was recorded directly to additional paid-in capital on the consolidated balance sheet as the stock options were issued to settle an accrued bonus amount for which the associated expense was previously recognized in the consolidated statement of operations. This amount is not included within the expenses disclosed below.

For the year ended December 31, 2025 and 2024, the amount of stock-based compensation expense included within research and development and general and administrative expenses was as follows: