Note 3. Sale of Stock for Cash

Lincoln Park Financing

On December 13, 2022, we entered into a stock purchase agreement (the “LPC Purchase Agreement”) with Lincoln Park Capital Fund, LLC ("Lincoln Park"), pursuant to which Lincoln Park agreed to purchase from us at our request up to an aggregate of $10,000,000 of our common stock (subject to certain limitations) from time to time over a period of three years. The agreement allows us, at our sole discretion, to direct Lincoln Park to purchase shares of our common stock, subject to limitations in both volume and dollar amount. The purchase price of the shares that may be sold to Lincoln Park under the agreement is the lower of (i) the lowest sale price on the date of purchase, or (ii) the average of the three lowest closing prices in the prior 12 business days. There are no restrictions on future financings, rights of first refusal, participation rights, penalties, or liquidated damages other than a prohibition on entering into a “Variable Rate Transaction,” as defined in the agreement. Concurrently with the LPC Purchase Agreement, we entered into a Registration Rights Agreement, pursuant to which we filed a registration statement on Form S-1 with the SEC on December 23, 2022. This registration statement was declared effective on January 19, 2023.  This agreement expired February 1, 2026.

During the three months ended March 31, 2026 we sold 984,188 shares of our common stock to Lincoln Park and received $171,000 in gross and net proceeds. We did not sell shares of our common stock to Lincoln Park during the three months ended  March 31, 2025.

Clearthink Financing

On March 20, 2026, we entered into a purchase agreement (the “Purchase Agreement”) with Clearthink Capital Partners, LLC (“Clearthink”), pursuant to which Clearthink committed to purchase up to $10.0 million of the Company’s common stock. Under the Purchase Agreement, we have the right, but not the obligation, to sell to Clearthink, and Clearthink is obligated to purchase up to $10.0 million of our common stock. Sales of common stock are subject to certain limitations set forth in the Purchase Agreement, and may occur from time to time, at our sole discretion, over the 36-month period commencing on the date that the conditions to Clearthink’s purchase obligation set forth in the Purchase Agreement are satisfied, including that a registration statement covering the resale by Clearthink of shares of Common Stock that may be issued to Clearthink under the Purchase Agreement, which we filed with the Securities and Exchange Commission (the “SEC”) on April 9, 2026, and which was declared effective by the SEC on April 15, 2026 (the date on which all of such conditions are satisfied, the “Commencement Date”). From and after the Commencement Date and until May 1, 2029 unless we are in default of the Purchase Agreement, on any trading day we select, we may, by written notice delivered to Clearthink, direct Clearthink to purchase up to the lesser of (i) $500,000 of our common stock, and (ii) 300% of the daily average shares traded value for the eight trading days prior to the date of the purchase notice, with a minimum of no less than $25,000. At least five business days must elapse between each purchase notice unless the parties mutually agree otherwise. The purchase price per share of Common Stock sold in each such purchase, if any, will be based on prevailing market prices of the common stock immediately preceding the time of sale as computed under the Purchase Agreement, equal to the average of the two lowest daily closing prices of our common stock during the eight trading days preceding the purchase notice. Actual sales of shares of common stock to Clearthink will depend on a variety of factors we will take into consideration from time to time, including, among others, market conditions, the trading price of our common stock and determinations as to the appropriate sources of funding for the Company and its operations. The net proceeds under the Purchase Agreement to the Company will depend on the frequency and prices at which we sell shares of Common Stock to Clearthink. We expect that any proceeds we receive from such sales to Clearthink will be used for working capital and general corporate purposes.

During the three months ended March 31, 2026, we issued Clearthink 500,000 shares of our common stock at $0.17 per share as payment of a "committment fee" in accordance with the terms of the Purchase Agreement, and we recorded $85,000 as a financing fee. See Note 14 "Subsequent Events".

Unit Offering

During the three months ended March 31, 2026, we sold 555,556 shares of our common stock and received $100,000 gross and net proceeds from one accredited investor.  In addition to the shares, we issued each investor a six-month and a five-year warrant to purchase additional shares. (See Note 6, “Warrants Issued in Unit Offering”.) We did not sell shares of our common stock in Unit Offerings during the three months ended  March 31, 2025.

In the three months ended March 31, 2026 and  March 31, 2025, we recorded a $15,000 financing fee.