13. Stockholders’ Deficit

Common Stock

On December 29, 2025, the Company filed a Certificate of Amendment of its Seventh Amended and Restated Certificate of Incorporation (the “Certificate of Amendment”) with the Secretary of the State of Delaware, which effected an increase in the Company’s authorized shares of common stock, from 1.7 billion to 2.6 billion, par value $0.001 per share.

2025 Activities

During the year ended December 31, 2025, the Company received $19.3 million from the issuance of 88.1 million shares of common stock.

During the year ended December 31, 2025, the Company issued approximately 96.7 million shares of common stock with a fair value of $25.9 million to certain Note Payable lenders in lieu of cash payments of $19.7 million of debt, including $1.8 million of accrued interest (see Note 9).

During the year ended December 31, 2025, the Company converted $11.1 million outstanding convertible notes, including $0.4 million of accrued interest into approximately 49 million shares of common stock (see Note 9).

2024 Activities

On June 4, 2024, the Company entered into a Stock Purchase Agreement with SIO Capital Management LLC (SIO), for SIO’s purchase of 8.1 million shares of the Company’s common stock at $0.40 per share based on certain terms initially negotiated on May 31, 2024 (the “June Offering”). The transaction was closed on June 5, 2024. The June Offering generated gross proceeds of approximately $3.3 million and net proceeds to the Company of approximately $2.9 million. In connection therewith, the placement agent was granted a warrant to purchase up to an aggregate of 0.2 million shares of Common Stock (the “Placement Agent Warrant”) at an exercise price of $0.40 per share, which Placement Agent Warrant is exercisable at any time on or after August 4, 2024 and will expire on June 4, 2026.

In addition to the June Offering, during the year ended December 31, 2024, the Company issued total 42.4 million shares of common stock for aggregate cash proceeds of $11.1 million.

As described in Note 9, on December 19, 2024, the Company entered into a SEPA with Yorkville. Pursuant to the SEPA, subject to certain conditions and limitations, the Company has the option, but not the obligation, to issue and sell to Yorkville up to $50.0 million (the “Commitment Amount”) in aggregate gross purchase price of the Company’s common stock at any time during the 24-month term of the SEPA at 95% or 97% of the then prevailing market price. In connection with the SEPA, the Company paid Yorkville a structuring fee of $25,000. Additionally, the Company paid a commitment fee of $0.5 million in the form of 1.6 million shares of common stock (the “Commitment Shares”), representing 1% of the Commitment Amount (the “Commitment Fee”) divided by 120% of the VWAP of the common stock on the trading day immediately prior to the date of the SEPA. The Commitment Fee associated with the SEPA was expensed as incurred because the SEPA represents a derivative instrument pursuant to ASC 815, and was recognized as part of General and administrative on the consolidated statement of operations during the year ended December 31, 2025.

During the year ended December 31, 2024, the Company received $1.5 million cash from the exercise of outstanding warrants with a weighted average exercise price of $0.24 per share. The Company issued approximately 6.5 million shares of common stock upon these warrant exercises.

During the year ended December 31, 2024, certain options and warrants holders elected to exercise some of their options and warrants pursuant to cashless exercise formulas. The Company issued approximately 3.1 million shares of common stock upon exercise of 4.8 million warrants at exercise prices between $0.20 and $0.34 per share, and 0.7 million options at exercise prices of $0.35 per share.

During the year ended December 31, 2024, the Company issued approximately 53.0 million shares of common stock with a fair value of $19.4 million to certain lenders in lieu of cash payments of $14.8 million of debt, including $1.7 million of accrued interest, and settled $1.0 million true-up provision (see Note 9).

Treasury Stock

In connection with Advent carrying out the Company’s product development and manufacturing prior to the acquisition, the Company issued 12 million shares of common stock for the achievement of certain one-time milestones under SOW 6. In connection with the acquisition of Advent, see Note 5, the 12 million shares of common stock reverted to the Company and were no longer considered outstanding. The Company treated this transaction as a repurchase of common stock from Advent for no consideration. The Company recognized $12,000 in treasury stock which represents the par value of 12 million common shares repurchased.

Stock Purchase Warrants

The following is a summary of warrant activity for the years ended December 31, 2025 and 2024 (in thousands, except per share data):

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At December 31, 2025, of the approximately 93 million total outstanding warrants listed above, approximately 92 million warrants were under Blocker Letter Agreements or suspension agreements.

Warrant Modifications

During the year ended December 31, 2025 and 2024, the Company amended multiple equity classified warrants whereby the maturity dates of certain warrants were extended for an additional approximately 3-6 months. The value of these modifications was calculated using the Black-Scholes-Merton option pricing model based on the following weighted average assumptions.

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For the year ended December 31, 2025:

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For the year ended December 31, 2024:

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During the year ended December 31, 2025 and 2024, the incremental fair value attributable to the modified awards compared to the original awards immediately prior to the modification was calculated at $1.3 million and $3.0 million, respectively. The Company recognized $1.3 million and $1.4 million as a deemed dividend and is reflected as “Deemed dividend related to warrant modifications” in the accompanying consolidated statement of operations and comprehensive loss, respectively. The warrant modifications in 2024 also included $1.6 million that was associated with a debt financing and was recognized as an additional debt discount and interest expense, see Note 9.

Warrant Reclassification

On December 23, 2024, in connection with entering into a stock purchase agreement with an individual investor (the “Investor”), the Company amended the Investor’s existing 32.5 million warrants (the “Warrants”) by extending the maturity date and adding an additional restriction to the Investor’s exercisability. Because the Warrants could potentially be settled in cash based on events that are

outside the control of the Company, that precluded application of the equity contract scope exception to the Warrants, and the Warrants are classified as a liability.

On July 26, 2025, the Company further extended the maturity date of the Warrants and the potential cash settlement provision was removed. As a result, the Company reclassed the Warrants from liability to equity as of the amendment date for total $3.3 million which represents the fair value of the Warrants as of the amendment date.

Between November and December 2025, certain warrants previously classified as equity instruments were determined to be liability classified (the “Impacted Warrants”) due to the Company having an insufficient number of authorized shares. On December 30, 2025, the shareholders of the Company approved an amendment to the Articles of Incorporation to increase the number of authorized shares of common stock and as a result the Company has sufficient authorized and unissued shares. Accordingly, the Company determined that the Impacted Warrants were reclassified to equity. In accordance with the guidance in ASC 815-40-35-10, the Company remeasured the Impacted Warrants to fair value immediately before the reclassification and recorded the change in fair value of approximately $0.9 million in the consolidated statements of operations.