NOTE 11. STOCKHOLDERS’ EQUITY

The Company is authorized to issue 220,000,000 shares of capital stock, consisting of 200,000,000 shares of common stock and 20,000,000 shares of preferred stock, each with a par value of $0.00001 per share. The rights and preferences of these securities are described in the Company’s Amended and Restated Certificate of Incorporation.

2024 Public Offering

On February 27, 2024, the Company completed a public offering for gross proceeds of approximately $3.0 million, before offering expenses. Each unit consisted of (i) one share of common stock or one pre-funded warrant in lieu thereof, and (ii) two common warrants, each exercisable for one share of common stock. The common warrants are exercisable at $5,246.10 per share and expire five years from issuance. Pre-funded warrants are exercisable at a nominal price and do not expire until exercised.

As of March 31, 2026, substantially all pre-funded warrants had been exercised, and an immaterial number remain outstanding.

All share and per share amounts have been retroactively adjusted to reflect the 2025 Stock Splits.

Subscription Agreements

In August 2024, the Company entered into subscription agreements with institutional and accredited investors pursuant to which it issued an aggregate of 202 shares of common stock at a price of $2,623.05 per share, for total gross proceeds of approximately $522,000. No placement agent fees or commissions were incurred.

In connection with a portion of these agreements, the Company issued warrants to purchase up to 44 shares of common stock. The warrants became exercisable on February 27, 2025, have a five-year term, and had an initial exercise price of $2,623.05 per share. On September 30, 2024, the exercise price was adjusted to $1,591.02 per share in connection with the issuance of Series C Preferred Stock. All share and per share amounts have been retroactively adjusted to reflect the 2025 stock splits.

Issuances of Preferred Stock

Series B Preferred Stock

In August 2024, the Company issued Series B convertible preferred stock in exchange for outstanding indebtedness. The Series B Preferred Stock was convertible into common stock at a conversion price of $2,116.53 per share and accrued dividends at 10% per annum.

On January 22, 2025, the Company redeemed all outstanding Series B Preferred Stock and related accrued dividends for approximately $1.2 million. No Series B Preferred Stock was outstanding as of March 31, 2026 or December 31, 2025.

Series C Preferred Stock Financing

In September 2024, the Company issued 1,000 shares of Series C convertible preferred stock for gross proceeds of $1.0 million. The Series C Preferred Stock was convertible into common stock at a conversion price of $1,591.02 per share. In connection with the financing, the Company also issued warrants to purchase 629 shares of common stock at an initial exercise price of $1,591.02 per share with a 5.5-year term.

During the fourth quarter of 2024 and the three months ended March 31, 2025, all Series C Preferred Stock and related accrued dividends were converted into common stock. In addition, during the three months ended March 31, 2025, all related warrants were exercised, resulting in proceeds of approximately $0.3 million.

No Series C Preferred Stock or related warrants were outstanding as of March 31, 2026 or December 31, 2025.

All share and per share amounts have been retroactively adjusted to reflect the 2025 Stock Splits.

January 2025 Registered Direct Public Offerings

In January 2025, the Company completed two registered direct offerings of its common stock for aggregate net proceeds of approximately $4.9 million.

On January 3, 2025, the Company sold 374 shares of common stock at a price of $1,284.39 per share, resulting in net proceeds of approximately $0.5 million. On January 30, 2025, the Company completed a second registered direct offering, selling shares of its common stock at a price of $249.75 per share, for net proceeds of approximately $4.4 million.

All share and per share amounts have been retroactively adjusted to reflect the 2025 Stock Splits.

Units Offering of Common Shares and Warrants

On January 15, 2025, the Company completed an underwritten public offering consisting of common stock, pre-funded warrants, and Series A and Series B common warrants for net proceeds of approximately $13.4 million. Each unit included one share of common stock (or a pre-funded warrant in lieu thereof) and accompanying Series A and Series B common warrants. The offering price was $904.50 per unit.

The Company granted the underwriter an over-allotment option to purchase additional warrants, which was exercised in full.

The pre-funded warrants were exercisable at a nominal price and were fully exercised as of March 31, 2025. The Series A and Series B common warrants are exercisable at $1,809.00 per share and became exercisable upon stockholder approval. The Series A common warrants expire five years from the initial exercise date, and the Series B common warrants expire two and one-half years from the initial exercise date. All share and per share amounts have been retroactively adjusted to reflect the 2025 Stock Splits.

Approval of A and B Warrant Shares

On March 5, 2025, the Company’s stockholders approved the issuance of shares of common stock upon exercise of the Series A and Series B common warrants. Following such approval, holders of Series B warrants exercised substantially all outstanding warrants, primarily through the alternative cashless exercise (“ACE”) feature, resulting in the issuance of approximately 544,000 shares of common stock. All share amounts have been retroactively adjusted to reflect the 2025 Stock Splits.

No Series A warrants had been exercised as of March 31, 2026.

October 2025 Registered Direct Public Offering

In October 2025, the Company completed a registered direct offering consisting of 64,000 shares of common stock and pre-funded warrants to purchase up to 236,000 shares of common stock at an offering price of $8.36 per share, for gross proceeds of approximately $2.5 million, before deducting fees and expenses.

The pre-funded warrants were immediately exercisable at a nominal exercise price and were subject to customary beneficial ownership limitations.

As of December 31, 2025, 28,000 pre-funded warrants remained outstanding, all of which were exercised on January 8, 2026.

No pre-funded warrants related to this offering were outstanding as of March 31, 2026.

January 2026 Registered Direct Public Offering

On January 9, 2026, the Company completed a registered direct public offering of (i) 200,000 shares of the Company’s common stock, and (ii) pre-funded warrants (the “Pre-funded Warrants”) to purchase up to 1,800,000 shares of common stock, at an offering price of $5.18 per share. The purchase price of each Pre-funded Warrant was $5.17999, which represents the offering price per share of common stock, minus the exercise price of $.00001 per share.

The Pre-funded Warrants are immediately exercisable. A holder of Pre-funded Warrants may not exercise the warrant if the holder, together with its affiliates, would beneficially own more than either 4.99% or 9.99% of the number of shares of the common stock outstanding immediately after giving effect to such exercise. A holder of Pre-funded Warrants may increase or decrease this percentage not in excess of 9.99% by providing at least 61 days’ prior notice to the Company.

The aggregate gross proceeds to the Company from this offering were approximately $10.4 million, before deducting placement agent fees of 6% of the aggregate gross proceeds and other offering expenses payable by the Company.

As of March 31, 2026, 1,362,500 Pre-funded Warrants have been exercised, and 437,500 Pre-funded Warrants remain unexercised and outstanding.

Stockholder Rights Agreement

On March 19, 2026, the Company's board of directors adopted a stockholder rights agreement and declared a dividend of one right (each, a “Right”) for each outstanding share of our common stock to stockholders of record at the close of business on March 30, 2026. Each Right entitles its holder, subject to the terms of the Rights Agreement (as defined below), to purchase from the Company one one-thousandth of a share of Series D Junior Participating Preferred Stock, par value $0.00001 per share, of the Company at an exercise price of $14.00 per Right, subject to adjustment. The description and terms of the Rights are set forth in a Rights Agreement, dated as of March 19, 2026 (the “Rights Agreement”), by and between the Company and Vstock Transfer, LLC, as rights agent. Subject to certain exceptions, Rights become exercisable and trade separately from our common stock only upon the earlier of (i) the close of business on the tenth business day following the public announcement of an Acquiring Person (as defined in the Rights Agreement) beneficially owning 10% or more of our common stock, and (ii) the close of business on the tenth business day after the commencement of a tender offer or exchange offer that, if consummated, would result in a person or group becoming an Acquiring Person. The Rights will expire on March 18, 2027, unless such Rights are earlier redeemed, exchanged or terminated, as provided in the Rights Agreement.

The Rights Agreement is intended to reduce the likelihood that any entity, person or group is able to gain control of the Company through open market accumulation without paying all stockholders an appropriate control premium or providing the board of directors sufficient opportunity to make informed judgments and take actions that are in the best interests of the Company and all stockholders. The Rights Agreement is not intended to interfere with any merger or other business combination approved by the board of directors.

Warrants

The following table summarizes the Company’s outstanding warrants as of March 31, 2026. The warrants and related strike prices have been adjusted to reflect the 2025 Stock Splits: