Note 7. Equity Securities

The Company is authorized to issue 300,000,000 shares of common stock, par value $0.0001 per share, with 84,647,803 issued and outstanding as of March 31, 2026. In addition, the Company is authorized to issue 10,000,000 shares of preferred stock with none issued as of March 31, 2026.

Open Market Sales Agreement

On April 22, 2024, the Company entered into an Open Market Sale AgreementSM (the “Sales Agreement”) with Jefferies LLC (“Jefferies”), 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 $75.0 million through Jefferies as its sales agent. Also on April 22, 2024, the Company filed a Registration Statement on Form S-3, which was declared effective on May 3, 2024, including a sales agreement prospectus relating to the offering of up to $75.0 million shares of its common stock in accordance with the Sales Agreement. The Company will pay Jefferies a commission of up to three percent (3.0%) of the gross sales proceeds of any common stock sold through Jefferies under the Sales Agreement.

During the three months ended March 31, 2026, the Company did not issue any shares of common stock pursuant to the Sales Agreement. During the three months ended March 31, 2025, the Company issued 9,215 shares of common stock for gross proceeds of $10,000 pursuant to the Sales Agreement. The Company paid expenses of $37,000, resulting in negative net proceeds of $28,000.

2025 Private Sale Transactions

During 2025, the Company entered into multiple share purchase agreements with a related party entity affiliated with one of its independent directors and one share purchase agreement with one of its investors (collectively, the “2025 Private Sales Transactions”) pursuant to which the Company agreed to sell shares of its common stock in multiple tranche closings at prices equal to the closing price of the Company’s common stock on Nasdaq on the respective agreement dates, subject to customary adjustments for reverse and forward stock splits, stock dividends, stock combinations, and similar transactions.

On March 26, 2025, the Company entered into a share purchase agreement with an entity affiliated with one of its independent directors to sell an aggregate of 7,366,071 shares of common stock in five tranche closings at a price of $1.12 per share, representing the closing price of the Company’s common stock on Nasdaq on that date. Gross proceeds from this transaction were approximately $8.25 million.

On May 12, 2025, the Company entered into an additional share purchase agreement with an entity affiliated with one of its independent directors to sell an aggregate of 2,912,621 shares of common stock in two tranche closings at a price of $1.03 per share, representing the closing price of the Company’s common stock on Nasdaq on that date. Gross proceeds from this transaction were approximately $3.0 million.

On August 11, 2025, the Company entered into a share purchase agreement with an entity affiliated with one of its independent directors, and with another investor, to sell an aggregate of 7,936,507 shares of common stock in 12 tranche closings at a price of $1.26 per share, representing the closing price of the Company’s common stock on Nasdaq on that date. Gross proceeds from this transaction are expected to be approximately $10.0 million. As of March 31, 2026, eight of the 12 closings have occurred, at which an aggregate of 2,380,954 shares of common stock (out of the total 7,936,507) have been sold, for gross proceeds of approximately $3.0 million.

During the three months ended March 31, 2026, the Company issued 5,179,488 shares of common stock pursuant to the 2025 Private Sales Transactions, generating gross proceeds of $5.7 million. The remaining shares issuable under these agreements are expected to be issued in 2026 upon completion of the applicable tranche closings, with expected gross proceeds of approximately $7.0 million.

2026 Private Placement and Registered Direct Offering

On January 25, 2026, the Company entered into a share purchase agreement with a related party entity affiliated with one of its independent directors for the purchase of an aggregate of 1,351,351 shares of common stock of the Company at a purchase price of $1.48 per share, the last reported sale price of the common stock on January 23, 2026 (the “2026 Private Placement”). This private placement of common stock resulted in gross proceeds of approximately $2.0 million to the Company.

Concurrent with the private placement, the Company also entered into a placement agency agreement with ThinkEquity, LLC relating to the sale by the Company of 1,689,200 shares of the Company’s common stock in a registered direct offering, also at a purchase price of $1.48 per share (the “2026 Registered Direct Offering”). Net proceeds were approximately $2.2 million after giving effect to $325,000 in issuance expenses.