On March 25, 2025, the Company entered into an underwriting agreement with TD Securities (USA) LLC, Barclays Capital Inc. and BTIG, LLC, as representatives of the several underwriters named therein, relating to the issuance and sale in an underwritten offering (the “2025 Public Offering”) of 25,000,000 shares of Common Stock, at a price to the public of $2.00 per share (the “Firm Shares”). The Company also granted the underwriters a 30-day option to purchase up to an additional 3,750,000 shares of Common Stock at the same price as the Firm Shares, which the underwriters did not exercise. The net proceeds to the Company from the 2025 Public Offering were approximately $46.7 million after deducting underwriting discounts and commissions and offering expenses. The 2025 Public Offering closed on March 27, 2025.

On September 24, 2024, the Company entered into the Common Stock Purchase Agreement with Lincoln Park for an equity line financing, which provides that, subject to the terms and conditions set forth therein, the Company has the sole right, but not the obligation, to sell to Lincoln Park shares of Common Stock having an aggregate value of up to $50.0 million over a 24-month period. The Company controls the timing and amount of any sales of Purchase Shares to Lincoln Park pursuant to the Common Stock Purchase Agreement in its sole discretion. In consideration for entering into the Common Stock Purchase Agreement, the Company issued 115,705 shares of Common Stock (the “Commitment Shares”) to Lincoln Park. The Company did not receive any cash proceeds from the issuance of the Commitment Shares. The fair value of the Common Stock Purchase Agreement was measured on the issuance date based on the fair value of the Commitment Shares, which was the consideration given to Lincoln

Park in exchange for entering into the agreement. The fair value of the Commitment Shares on the issuance date was determined to be $0.7 million based on the closing price of the Common Stock on September 24, 2024, which was $6.12 per share. The Company recognized the fair value of the Commitment Shares as a non-current asset as a component of other long-term assets on the condensed consolidated balance sheets. The Common Stock Purchase Agreement is subsequently remeasured at each reporting date with changes in fair value recorded within Change in fair value of derivatives in the condensed consolidated statements of operations and comprehensive (loss) income. Through March 31, 2026, the Company has sold 500,000 shares to Lincoln Park for aggregate gross proceeds of $2.5 million and as of March 31, 2026, the Company had $47.5 million in remaining availability for sales of Common Stock under the Common Stock Purchase Agreement. There were no purchases under the Common Stock Purchase Agreement during the three months ended March 31, 2026.

On October 4, 2024, the Company entered into a securities purchase agreement with an institutional investor pursuant to which the investor purchased 5,681,820 shares of Common Stock and warrants to purchase up to 5,681,820 shares of Common Stock (the “October 2024 RDO Warrants”) in a registered direct offering (the “October 2024 Registered Direct Offering”).

On November 13, 2024, the Company entered into a securities purchase agreement with an institutional investor pursuant to which the investor purchased 2,808,988 shares of Common Stock and warrants to purchase up to 2,808,988 shares of Common Stock (the “November 2024 RDO Warrants”) in a registered direct offering (the “November 2024 Registered Direct Offering”).

On October 6, 2025, the Company entered into a securities purchase agreement with an institutional investor pursuant to which the investor purchased 28,436,018 shares of Common Stock and the October 2025 RDO Warrants to purchase up to 28,436,018 shares of Common Stock in the October 2025 Registered Direct Offering (the “October 2025 Registered Direct Offering”). The purchase price for one share of Common Stock and one October 2025 RDO Warrant was $2.11. The net proceeds to the Company from the October 2025 RDO Warrants were approximately $56.5 million after deducting placement agent’s fees and offering expenses of approximately $3.5 million. The October 2025 Registered Direct Offering closed on October 8, 2025.

On September 1, 2022, the Company entered into a sales agreement with Jefferies LLC, acting as sales agent (the “Jefferies ATM Sales Agreement”) for the sale from time to time of up to $80.0 million of shares of Common Stock (the “Jefferies ATM Facility”). During the three months ended March 31, 2025, the Company sold an aggregate of 75,793 shares of Common Stock under the Jefferies ATM Facility at an average price of $5.04 per share for net proceeds of approximately $0.4 million.

On November 21, 2025, the Company delivered a notice to Jefferies LLC terminating the Jefferies ATM Sales Agreement, which termination became effective 10 days thereafter.

On December 16, 2025, the Company entered into a sales agreement with TD Securities (USA) LLC (“TD Cowen”), acting as sales agent, or the TD Cowen ATM Facility, pursuant to which the Company may sell shares of Common Stock from time to time up to an aggregate offering price of $60.0 million. During the three months ended March 31, 2026, the Company sold an aggregate of 4,018,497 shares of Common Stock under the TD Cowen ATM Facility at an average price of $1.16 per share for net proceeds of approximately $4.6 million.

On March 19, 2026, the Company delivered written notice to TD Cowen, that it was suspending and terminating the prospectus, dated December 16, 2025 (the “ATM Prospectus”), relating to the sale of up to $60 million of Common Stock, that may be issued and sold pursuant to the Sales Agreement, dated as of December 16, 2025, by and between the Company and TD Cowen (the “Sales Agreement”). The Company will not make any further sales of its Common Stock pursuant to the Sales Agreement unless and until a new prospectus, prospectus supplement or registration statement is filed. Other than the suspension and termination of the ATM Prospectus, the Sales Agreement remains in full force and effect.

In June 2025, the Company amended its Second Amended and Restated Certificate of Incorporation to increase the authorized number of shares of Common Stock from 250,000,000 to 350,000,000.

The holders of Common Stock are entitled to receive dividends from time to time as may be declared by the Company’s board of directors. Through March 31, 2026, no dividends have been declared. The Loan Agreement limits the Company’s ability to pay cash dividends to the holders of Common Stock.

The holders of Common Stock are entitled to one vote for each share held with respect to all matters voted on by the common stockholders of the Company.

In the event of a reorganization of the Company, after payment to any preferred stockholders of their liquidation preferences, holders of Common Stock are entitled to share ratably in all remaining assets of the Company.

In December 2025, the Company issued 5,725,190 shares of Common Stock to affiliates of Oberland Capital Management LLC as partial consideration for the termination and extinguishment of the Purchase Agreement, as defined in Note 5. The shares were issued together with cash consideration and the payment of certain legal fees and satisfied all amounts owing under the Purchase Agreement, including the termination of the related Option Agreement. The shares were issued directly to the Purchase Agreement counterparties without a placement agent or underwriter, and the Company did not receive any cash proceeds from the issuance of Common Stock. The accounting for the Purchase Agreement extinguishment is described in Note 5.

On March 19, 2026, the Company entered into certain securities purchase agreements pursuant to which the Company agreed to issue and sell to certain investors in a registered direct offering 25,000,000 shares of Common Stock at a price of $0.80 per share (the “March 2026 Registered Direct Offering”). The net proceeds to the Company from the March 2026 Registered Direct Offering were approximately $18.3 million, after deducting the placement agent’s fees and offering expenses of approximately $0.4 million. The March 2026 Registered Direct Offering closed on March 20, 2026.

The Company’s senior secured Term Loan Facility includes an equity-settled conversion feature that permits the Lenders, at their option, to convert up to $2.5 million of outstanding principal into shares of Common Stock (the “Conversion Shares”) at a conversion price per share (the “Conversion Price”) equal to 130% of the Warrant Price (as defined below). As a result of the March 2026 Registered Direct Offering, which had a Common Stock offering price of $0.80 per share, the Warrant Price was reset to $0.80 per share; accordingly, the Conversion Price is $1.04 per share. No shares had been issued pursuant to this conversion feature as of March 31, 2026. See Note 6 for additional information.

The Company had reserved Common Stock for future issuances as follows:


	March 31,		December 31,
	2026		2025
Common Stock reserved for Contingent Earnout Shares		15,000,000		15,000,000
Common Stock reserved for the Common Stock Purchase Agreement		12,000,000		12,000,000
Common Stock reserved for TD Cowen ATM Facility(a)		—		54,000,000
Common stock reserved for Conversion Shares under the Loan Agreement(b)		2,403,846		1,800,000
Exercise of options outstanding under stock plans		17,315,516		18,004,681
Vesting of RSUs outstanding under stock plans		1,985,390		1,985,390
Options available for issuance under stock plans		9,270,695		4,581,530
Warrants to purchase Common Stock		44,566,803		42,569,928
		102,542,250		149,941,529

(a) On March 19, 2026, the Company delivered written notice to TD Cowen, that it was suspending and terminating the ATM Prospectus, relating to the sale of up to $60 million of Common Stock, that may be issued and sold pursuant to the Sales Agreement.

(b) As of March 31, 2026, Conversion Shares issuable are calculated as $2.5 million divided by the Conversion Price of $1.04 per share.

The Company’s Second Amended and Restated Certificate of Incorporation provides the Company’s board of directors with the authority to issue preferred stock, par value $0.0001 per share, in one more series and to establish from time to time the number of shares to be included in each such series, by adopting a resolution and filing a certificate of designations. Voting powers, designations, preferences and relative, participating, optional, special and other rights shall be stated and expressed in such resolutions and the certificate of designations. There were 20,000,000 shares designated as preferred stock and none were outstanding as of March 31, 2026 and December 31, 2025.

The Company had the following Common Stock warrants outstanding:


	March 31,		December 31,
	2026		2025
Legacy Humacyte Common Stock Warrants		411,006		411,006
Private Placement Warrants		177,500		177,500
Public Warrants		5,000,000		5,000,000
October 2024 RDO Warrants		2,840,910		2,840,910
November 2024 RDO Warrants		1,404,494		1,404,494
October 2025 RDO Warrants		28,436,018		28,436,018
Loan Agreement Warrants(a)(b)		4,265,625		2,666,015
Total Common Stock Warrants		42,535,553		40,935,943

_______________________________________

(a) As of December 31, 2025, shares issuable are calculated as $3.4 million (base exercise value) divided by $1.28 per share.

(b) As of March 31, 2026, shares issuable are calculated as $3.4 million (base exercise value) divided by $0.80 per share. The exercise price reset from $1.28 in March 2026 in connection with the March 2026 Registered Direct Offering.

On April 5, 2025, October 2024 RDO Warrants to purchase 2,840,910 shares of Common Stock expired. On May 14, 2025, November 2024 RDO Warrants to purchase 1,404,494 shares of Common Stock expired. On October 6, 2025, in connection with the October 2025 Registered Direct Offering, the Company issued the October 2025 RDO Warrants to purchase 28,436,018 shares of Common Stock. Other than as disclosed above, there were no issuances, exercises or expirations of warrants during the three months ended March 31, 2026 or March 31, 2025.

In connection with the Company’s former loan agreement with SVB, in 2021 the Company granted warrants to the lenders to purchase up to 411,006 shares of Common Stock at an exercise price of $10.28 per share (such warrants, “Legacy Humacyte Common Stock Warrants”). The Company recognized the fair value of the warrants within stockholders’ equity using a Black-Scholes valuation model, as the settlement of the warrants is indexed to the Common Stock.

In connection with the Merger, which closed on August 26, 2021, the Company assumed 5,000,000 publicly-traded warrants (“Public Warrants”) and 177,500 private placement warrants issued to AHAC Sponsor LLC (the “Sponsor”), Oppenheimer & Co. Inc. and Northland Securities, Inc., in connection with AHAC’s initial public offering (“Private Placement Warrants” and, together with the Public Warrants, the “Common Stock Warrants”). The Common Stock Warrants entitle the holder to purchase one share of Common Stock at an exercise price of $11.50 per share. The Company evaluated the Common Stock Warrants to determine the appropriate financial statement classification upon the consummation of the Merger. The Common Stock Warrants are not mandatorily redeemable and are considered to be freestanding instruments as they are separately exercisable into Common Stock. As such, the Common Stock Warrants were not classified as liabilities under FASB ASC Topic 480, Distinguishing Liabilities from Equity. The Company then evaluated the Common Stock Warrants under FASB ASC Topic 815, Derivatives and Hedging.

The Private Placement Warrants are non-redeemable for cash so long as they are held by the initial purchasers or their permitted transferees. If the Private Placement Warrants are held by someone other than the initial purchasers or their permitted transferees, the Private Placement Warrants are redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants.

The agreement governing the Common Stock Warrants includes a provision, the application of which could result in a different settlement value for the Private Placement Warrants depending on their holder. Because the holder of an instrument is not an input into the pricing of a fixed-for-fixed option on the Common Stock, the Private Placement Warrants are not considered to be “indexed to the Company’s own stock” and therefore are not classified in stockholders’ equity. As the Private Placement Warrants met the definition of a derivative, the Company recorded these warrants as liabilities on the condensed consolidated balance sheet at fair value, with subsequent changes in their respective fair values recognized in the condensed consolidated statements of operations and comprehensive (loss) income at each reporting date.

The Private Placement Warrants were initially recognized as a liability on the Closing Date, at a fair value of $0.6 million. See Note 3, Fair Value Measurements, for a summary of the change in the fair value of the Private Placement Warrants during the three months ended March 31, 2026 and 2025. The remeasurement of the Private Placement Warrant liability to a fair value of $0 as of March 31, 2026 from a fair value of $15 thousand as of December 31, 2025 resulted in an insignificant non-cash gain for the three months ended March 31, 2026, compared to non-cash gain of $0.3 million for the three months ended March 31, 2025. The remeasurement of the Private Placement Warrant liability is classified within Change in fair value of derivatives in the condensed consolidated statements of operations and comprehensive (loss) income.

The Private Placement Warrants were valued using the following assumptions under the Black-Scholes model:


	March 31,			December 31,
	2026			2025
Market price of public stock	$	0.60		$	0.96
Exercise price	$	11.50		$	11.50
Expected term (years)		0.41			0.65
Expected share price volatility		154.2	%		178.6	%
Risk-free interest rate		3.71	%		3.54	%
Estimated dividend yield		0	%		0	%

The Public Warrants are publicly traded and are exercisable for cash unless certain conditions occur, such as the failure to have an effective registration statement related to the shares issuable upon exercise or redemption by the Company under certain conditions, at which time the Public Warrants may be eligible for a cashless exercise. The Public Warrants may only be exercised for a whole number of shares and will expire five years after the completion of the Merger.

The Public Warrants are considered to be “indexed to the Company’s own stock.” The agreement provides that in the event of a tender or exchange offer made to and accepted by holders of more than 50% of the outstanding shares of Common Stock, all holders of the Common Stock Warrants (both the Public Warrants and the Private Placement Warrants) would be entitled to receive cash for all of their Common Stock Warrants. As the Company has a single class of Common Stock, a qualifying cash tender offer of more than 50% of the shares of Common Stock will always result in a change in control and would not preclude permanent equity classification of the Public Warrants. Based on this evaluation, the Company concluded that the Public Warrants met the criteria to be classified within stockholders’ equity. The Public Warrants were initially recognized as equity on the Closing Date at a fair value of $2.80 per share.

Collectively, the October 2024 RDO Warrants, the November 2024 RDO Warrants, and the October 2025 RDO Warrants are referred to as the “Registered Direct Offering Warrants.”

The Registered Direct Offering Warrants holders are entitled to participate in dividends and other distributions of assets to the same extent as if the holders held the number of shares of Common Stock issuable upon exercising the Registered Direct Offering Warrants. Therefore, the Registered Direct Offering Warrants are considered participating securities and are included in the computation of net income per share pursuant to the two-class method. In applying the two-class method, during periods of net income, earnings are allocated to both Common Stock and participating securities based on their respective weighted-average shares outstanding for the period. During periods of net loss, no effect is given to participating securities since they do not share in the losses of the Company.

The Company evaluated the Registered Direct Offering Warrants to determine the appropriate financial statement classification upon issuance.

The agreements governing the Registered Direct Offering Warrants include a provision, the application of which could result in a different settlement value for the Registered Direct Offering Warrants. The Registered Direct Offering Warrants cannot be exercised if after the exercise the warrant holder would own more than 4.99% of the Company’s outstanding Common Stock (“Beneficial Ownership Limitation”). The holder may elect to increase the Beneficial Ownership Limitation to 9.99%. The Beneficial Ownership Limitation constitutes an exercise contingency in that it limits or defers the exercise of some of the Registered Direct Offering Warrants if the limitation would otherwise be reached, depending on the number of shares of Common Stock that are outstanding. The exercise contingency is not based on either an observable market or an observable index, so it does not preclude the Registered Direct Offering Warrants from being considered indexed to the Company’s own stock.

There is a provision related to fundamental transactions (defined in the Registered Direct Offering Warrants to include various merger and change in control transactions) that results in liability classification. As the Registered Direct Offering Warrants meet the definition of a derivative, the Company recorded these Registered Direct Offering Warrants as liabilities on the condensed consolidated balance sheets at fair value, with subsequent changes in their respective fair values recognized within Change in fair value of derivatives in the condensed consolidated statements of operations and comprehensive (loss) income at each reporting date.

The October 2024 RDO Warrants were immediately exercisable. October 2024 RDO Warrants to purchase 2,840,910 shares of Common Stock had an exercise price of $5.28 per share, and expired 180 days from the date of issuance unexercised. The remaining October 2024 RDO Warrants to purchase 2,840,910 shares of Common Stock have an exercise price of $5.28 per share, and will expire 1,640 days from the date of issuance.

The October 2024 RDO Warrants were initially recognized as a liability at a fair value of $15.2 million on the issuance date. The remeasurement of the October 2024 RDO Warrants liability to a fair value of $0.4 million as of March 31, 2026 from a fair value of $0.8 million as of December 31, 2025 resulted in a non-cash gain of $0.4 million for the three months ended March 31, 2026, compared to a non-cash gain of $10.3 million for the three months ended March 31, 2025.

The assumptions and data inputs used in the valuations are described below:


	March 31,			December 31,
	2026			2025
Market price of public stock	$	0.61		$	0.96
Exercise price	$	5.28		$	5.28
Expected term (years)		3.02			3.27
Expected share price volatility		104.3	%		98.4	%
Risk-free interest rate		3.74	%		3.51	%
Estimated dividend yield		0	%		0	%

The November 2024 RDO Warrants were immediately exercisable. November 2024 RDO Warrants to purchase 1,404,494 shares of Common Stock had an exercise price of $5.34 per share, and expired 180 days from the date of issuance unexercised. The remaining November 2024 RDO Warrants to purchase 1,404,494 shares of Common Stock have an exercise price of $5.34 per share, and will expire 1,640 days from the date of issuance.

The November 2024 RDO Warrants were initially recognized as a liability at a fair value of $6.1 million on the issuance date. The remeasurement of the November 2024 RDO Warrants liability to a fair value of $0.2 million as of March 31, 2026 from a fair value of $0.4 million as of December 31, 2025 resulted in a non-cash gain of $0.2 million for the three months ended March 31, 2026, compared to a non-cash gain of $5.4 million for the three months ended March 31, 2025.

The assumptions and data inputs used in the valuations are described below:


	March 31,			December 31,
	2026			2025
Market price of public stock	$	0.61		$	0.96
Exercise price	$	5.34		$	5.34
Expected term (years)		3.13			3.37
Expected share price volatility		103.8	%		98.2	%
Risk-free interest rate		3.75	%		3.52	%
Estimated dividend yield		0	%		0	%

The October 2025 RDO Warrants will become exercisable 180 days following the date of issuance, and will expire on April 7, 2031. The October 2025 RDO Warrants have an exercise price of $2.11 per share.

The October 2025 RDO Warrants were initially recognized as a liability at a fair value of $34.3 million on the issuance date. The remeasurement of the October 2025 RDO Warrants liability to a fair value of $9.1 million as of March 31, 2026 from a fair value of $16.4 million as of December 31, 2025 resulted in a non-cash gain of $7.3 million for the three months ended March 31, 2026.

The assumptions and data inputs used in the valuations are described below:


	March 31,			December 31,
	2026			2025
Market price of public stock	$	0.61		$	0.96
Exercise price	$	2.11		$	2.11
Expected term (years)		5.02			5.27
Expected share price volatility		92.0	%		89.3	%
Risk-free interest rate		3.92	%		3.76	%
Estimated dividend yield		0	%		0	%

See Note 3 for a summary of changes in the fair value of the RDO Warrants during the three months ended March 31, 2026 and March 31, 2025.

In connection with, and as consideration of the commitments under, the Term Loan Facility, the Company issued warrants to purchase shares of Common Stock to the Lenders (the “Loan Agreement Warrants”). See Note 6 for more details.

The Loan Agreement Warrants are a freestanding instrument that entitles the holders to purchase shares of Common Stock for an aggregate exercise price of up to $5.0 million. The warrants consist of a base exercise value of $3.4 million that was exercisable upon issuance and an additional exercise value of $1.6 million that becomes exercisable only upon the funding of Tranche 3 under the Term Loan Facility. The exercise price per share (the “Warrant Price”) was equal to the lower of (i) $1.28 per share or (ii) the price of any qualifying equity offering completed prior to March 31, 2026, subject to specified exclusions. As a result of the March 2026 Registered Direct Offering, which had a Common Stock offering price of $0.80 per share, the Warrant

Price was reset to $0.80 per share. No further adjustments to the Warrant Price are permitted based on equity offerings consummated after March 31, 2026; however, the Warrant Price remains subject to customary anti-dilution adjustments under the warrant agreement (including for stock splits, stock dividends and similar events).

The Loan Agreement Warrants were immediately exercisable upon issuance and expire on December 15, 2030. The Loan Agreement Warrants provide for cashless exercise, including automatic cashless exercise upon expiration if the fair market value of Common Stock exceeds the exercise price at expiration. The Loan Agreement Warrants also include a beneficial ownership limitation and a change-of-control provision that provides for automatic exercise in connection with a change of control, as defined in the warrant agreement.

The Company evaluated the Loan Agreement Warrants to determine the appropriate financial statement classification in accordance with ASC 480 and ASC 815. Although the Loan Agreement Warrants are a freestanding financial instrument, the Company concluded that it does not meet all requirements for equity classification under ASC 815, including the requirement that the contract be indexed to the Company’s own stock, because certain provisions affect the settlement amount in a manner that is not consistent with the inputs to the valuation of a fixed-for-fixed option on the Company’s equity shares. Accordingly, the Loan Agreement Warrant is classified as a warrant liability (the “Loan Agreement Warrants liability”) with an offset recorded as a debt discount within the Term Loan carrying amount, to be amortized to interest expense over the loan term using the effective interest method.

The Company estimated the fair value of the Loan Agreement Warrants liability using a Black-Scholes option-pricing model that required significant assumptions on expected volatility and expected term, and certain data inputs, including the Company’s common stock price, risk-free interest rate, and expected dividend yield. The estimated fair value of the warrants liability recognized at issuance was $2.2 million. The valuation reflected the base exercise value of the warrants and excluded the additional exercise value associated with Tranche 3, as the funding of Tranche 3 was contingent and not considered probable at issuance. The remeasurement of the Loan Agreement Warrants liability to a fair value of $1.1 million as of March 31, 2026 from a fair value of $1.7 million as of December 31, 2025 resulted in a non-cash gain of $0.6 million for the three months ended March 31, 2026. See Note 3 for a summary of the change in the fair value of the Loan Agreement Warrants during the three months ended March 31, 2026.

The assumptions and data inputs used in the valuations are described below:


	March 31,			December 31,
	2026			2025
Market price of public stock	$	0.61		$	0.96
Exercise price	$	0.80		$	1.28
Expected term (years)		4.71			4.96
Expected share price volatility		94.2	%		91.0	%
Risk-free interest rate		3.90	%		3.73	%
Estimated dividend yield		0	%		0	%

Following the Closing, former holders of Legacy Humacyte common and preferred shares are eligible to receive up to 15,000,000 additional shares of Common Stock issuable upon the satisfaction of specified post-closing market-based conditions (the “Contingent Earnout Shares”) in the aggregate, in two equal tranches of 7,500,000 shares of Common Stock per tranche. The first and second tranches are issuable if the closing volume weighted average price (“VWAP”) per share of Common Stock quoted on Nasdaq (or the exchange on which the shares of Common Stock are then listed), is greater or equal to $15.00 and $20.00, respectively, over any 20 trading days within any 30 consecutive trading day period.

Upon the Closing, the contingent obligation to issue Contingent Earnout Shares was accounted for as a liability (“Contingent Earnout Liability”) because the triggering events that determine the number of Contingent Earnout Shares required to be issued include events that are not solely indexed to the Common Stock. The estimated fair value of the total Contingent Earnout Shares

at the Closing on August 26, 2021 was $159.4 million based on a Monte Carlo simulation valuation model using a distribution of potential outcomes on a monthly basis over a 10-year period using the most reliable information available.

The remeasurement of the Contingent Earnout Liability to a fair value of $6.8 million as of March 31, 2026 from a fair value of $11.5 million as of December 31, 2025, resulted in a non-cash gain of $4.7 million for the three months ended March 31, 2026, compared to a non-cash gain of $49.7 million for the three months ended March 31, 2025. The remeasurement of the Contingent Earnout Liability is classified within Change in fair value of Contingent Earnout Liability in the condensed consolidated statements of operations and comprehensive (loss) income.

The assumptions and data inputs used in the valuations are described below:


	March 31,			December 31,
	2026			2025
Current stock price	$	0.61		$	0.96
Expected share price volatility		89.9	%		88.7	%
Risk-free interest rate		4.30	%		4.18	%
Estimated dividend yield		0	%		0	%
Expected term (years)		10.00			10.00

See Note 3 for a summary of the change in the fair value of the Contingent Earnout Liability during the three months ended March 31, 2026 and 2025.

In connection with the Term Loan Facility and pursuant to the equity-settled conversion feature described above, the Lenders may jointly elect, at any time and from time to time after the closing date and prior to the payment in full of the loans, to convert up to $2.5 million of the principal amount of the term loans outstanding into Conversion Shares at the Conversion Price. The Conversion Price is equal to 130% of the Warrant Price, subject to the beneficial ownership limitation and other customary conditions.

The Term Loan principal converted is deemed paid and satisfied in full and ceases to accrue interest from and after the conversion date. Any interest accrued and unpaid through the conversion date remains payable in cash unless the parties elect otherwise in writing. The conversion feature is subject to certain limitations, including a beneficial ownership cap (generally 9.985% as provided in the Loan Agreement) and limitations intended to comply with applicable stock exchange rules. The Loan Agreement also includes provisions related to rounding of fractional shares and cash or principal adjustments in lieu of fractional shares.

The Company initially recognized the bifurcated conversion feature as a derivative liability, or the Loan Agreement conversion derivative liability, at fair value on the issuance date with an offset recorded as a debt discount within the Term Loan carrying amount, to be amortized to interest expense over the loan term using the effective interest method. The estimated fair value of the Loan Agreement conversion derivative liability at closing date was $1.1 million based on the Black-Scholes valuation model.

The remeasurement of the Loan Agreement conversion derivative liability to a fair value of $0.9 million at March 31, 2026 from a fair value of $0.9 million as of December 31, 2025 resulted in an immaterial non-cash loss for the three months ended March 31, 2026.

The assumptions and data inputs used in the valuations are described below:


	March 31,			December 31,
	2026			2025
Market price of public stock	$	0.61		$	0.96
Exercise price	$	1.04		$	1.66
Expected term (years)		3.67			3.92
Expected share price volatility		99.9	%		96.5	%
Risk-free interest rate		3.87	%		3.64	%
Estimated dividend yield		0	%		0	%

See Note 3 for a summary of the change in the fair value of the Loan Agreement Conversion Derivative Liability during the three months ended March 31, 2026.