In December 2024, we entered into a share purchase agreement with a certain investor for the sale of our common stock of up to $75.0 million (the “Aggregate Limit”) contingent upon us achieving a public listing of its common stock. The agreement allows us to issue common stock to the investor, within three (3) years from public listing, at 90% of the average daily closing price during the draw-down pricing period and the draw-down amount not exceeding 300% of the average trading volume of 15 days immediately preceding the draw-down exercise date. The agreement allows us to put restrictions on stock sales volume by investor, prohibitions on short selling by investor and us being able to set a threshold ‘floor’ price during draw-down periods.

In April 2025, the Share Purchase Agreement was amended to increase the Aggregate Limit from $75.0 million to $85.0 million with the additional $10.0 million available only via a day-one draw-down (the “Initial Draw-Down”). Moreover, the draw-down pricing period for Initial Draw-Down was reduced to 10 trading days with the investor having an option to shorten with six (6) hours’ notice to us. The Initial Draw-Down amount with reduced draw-down pricing period was capped at $10.0 million.

In August 2025, the Share Purchase Agreement was further amended to make changes to the registration rights of the investor and the timing of such registrations. This amendment did not materially change any key terms including the Aggregate Limit, the commitment fee, underlying warrants issuable under the agreement and the draw-down pricing and timing including the initial draw-down.

On the public listing date, we issued a warrant to the investor granting the right to purchase 1,192,207 shares of our common stock representing 4% of the total equity interest at an exercise price of $5.03. The warrant was recognized at fair value on the issuance date as a derivative liability using a Monte Carlo valuation method with offsetting debit deferred offering cost asset recorded on the consolidated balance sheets. The fair-value of the warrant was remeasured as of December 31, 2025 using the same valuation methodology, and the resulting gain was recognized in consolidated statement of operations. The deferred offering cost is being amortized on straight-line basis over the term of the agreement with related expense being recorded in consolidated statement of operations. During the year ended December 31, 2025, approximately $0.5 million was recognized as amortization of deferred offering cost. Future amortization expense in 2026, 2027 and 2028 will be approximately $1.87 million, $1.87 million and $1.40 million, respectively.

The investor was also entitled to a 1% commitment fee of the Aggregate Limit, either in cash or common stock, which was settled through issuance of 161,905 shares of our common stock. The commitment fee was initially recorded on the consolidated balance sheet as a deferred offering cost which shall be amortized subsequently as we draw-down amounts under the share purchase agreement. During the year ended December 31, 2025, approximately $0.03 million was recognized as amortization of deferred offering cost. We expect the future amortization expense in 2026, 2027 and 2028 to be $100 thousand, $320 thousand and $400 thousand, respectively.

On October 31, 2025, we issued the Initial Draw-Down Notice for 1,235,200 shares of common stock to investor and the draw-down period for the initial draw-down was extended from 10 trading days to 30 trading days by mutual agreement between us and the investor. The investor advanced us $3.0 million. On closing date of the initial draw-down notice, i.e., December 15, 2025, the investor accepted 1,235,200 shares at a closing price of approximately $3.29 per share resulting in gross proceeds of $4.07 million, of which $1.1 million is recorded as subscription receivable as of December 31, 2025 and $3.0 million was received as advance on October 31, 2025.

Upon issuance of Initial Draw-Down Notice on October 31, 2025, we recorded $0.47 million fair value of forward contract liability. The fair value of the forward contract was remeasured to a $0.4 million asset at December 15, 2025, the closing date of Initial Draw-Down Notice and the forward contract liability was eliminated.