COMMON STOCK	3 Months Ended
Mar. 31, 2026
Common Stock
COMMON STOCK	NOTE 10 – COMMON STOCK We are authorized to issue 200,000,000 shares of Common Stock. Holders of Common Stock are entitled to one vote for each share held. Our Board of Directors may declare dividends payable to the holders of Common Stock. The following is a description of Common Stock transactions during the periods presented: January 2026 Warrant Inducement Transaction On January 15, 2026, we entered into a warrant inducement letter agreement (the “January 2026 Inducement Agreement”) with an institutional investor (the “Holder”), pursuant to which the Holder agreed to exercise for cash the entirety of its January 2023 Warrants, November 2023 Series A Warrants and February 2024 Inducement Warrants at a reduced exercise price of $2.34 per share (with such exercise price being established for purposes of compliance with the listing rules of the Nasdaq Stock Market), resulting in gross proceeds to the Company of approximately $4.6 million. The January 2023 Warrant, the November 2023 Warrant and the February 2024 Inducement Warrant are referred to collectively as the “January 2026 Exercised Warrants.” The resale of the shares of Common Stock underlying the January 2026 Exercised Warrants have been registered pursuant to a Post-Effective Amendment to Form S-1 on a Registration Statement on Form S-3 (File No. 333-278564), which became effective with the SEC on January 7, 2026. Pursuant to the January 2026 Inducement Agreement, in consideration for the immediate exercise of the January 2026 Exercised Warrants in full for cash, the Company agreed to issue to the Holder, in a private placement transaction: (i) a five-year, Series A Common Stock Purchase Warrant to purchase up to 1,982,356 shares of Common Stock at an exercise price of $2.09 per share, and (ii) a 24-month, Series B Common Stock Purchase Warrant to purchase up to 1,982,356 shares of Common Stock at an exercise price of $2.09 per share (collectively, the “January 2026 Inducement Warrants” and such aggregate 3,964,712 shares of Common Stock underlying the Inducement Warrants, the “January 2026 Inducement Shares”). The January 2026 Inducement Warrants are identical to each other, other than their dates of expiration and the absence of a “Black-Scholes put right” in the Series B Inducement Warrant. The transactions contemplated by the January 2026 Inducement Agreement closed on January 20, 2026. We filed with the SEC such registration statement registering shares of Common Stock underlying the January 2026 Inducement Warrant on Form S-3 (File No. 333-293492) on February 17, 2026, and such registration statement was declared effective on May 8, 2026. We have agreed to use our commercially reasonable efforts to have such registration statement be continuously effective. January 2026 V-CO Investors 3 LLC Note On January 15, 2026, we entered into an unsecured convertible promissory note in favor of V-CO Investors 3 LLC (“V-CO 3”) in the maximum principal amount of up to $5,500,000 (the “V-CO 3 Note” and the maximum principal amount, inclusive of the original issuance discount described below, the “Maximum Principal”). V-CO 3 is an affiliate of Seneca. The purpose of the V-CO 3 Note is to provide advanced funding and support to the Company in connection with a proposed equity financing of the Company in the aggregate amount of up to $5,500,000 (the “Subsequent Financing”). On January 15, 2026 and March 26, 2026, V-CO funded an initial $900,000 and $500,000, respectively, to the Company under the V-CO 3 Note. The Maximum Principal shall include a ten percent (10%) original issuance discount of the aggregate Maximum Principal as a financing fee to V-CO 3. The V-CO 3 Note does not bear any interest, except in the case of an event of default, which is defined as (i) the Company fails to pay the principal or any accrued interest under the V-CO 3 Note on demand, (ii) the Company fails to observe or perform any other material covenant, obligation, condition or agreement in any material respect contained in the V-CO 3 Note, (iii) the Company’s voluntary bankruptcy or (iv) an involuntary bankruptcy is commenced against the Company. Upon the occurrence of any event of default, interest shall accrue on the V-CO 3 Note at a rate equal to fifteen percent (15%) per annum and shall be computed on the basis of a 365-day year. In the event of a Subsequent Financing prior to the Outside Date, all principal under the V-CO 3 Note shall automatically convert dollar-to-dollar, without any further action required on the part of V-CO or the Company, into such equity instruments of the Company as are issued in the Subsequent Financing. The Subsequent Financing may, but is not required to be, led by V-CO. Following the Outside Date, the Company may repay all or any portion of the outstanding principal amount and any accrued interest of the V-CO 3 Note in whole or in part without penalty. On March 31, 2026, we entered into an equity financing with V-CO 3 and accordingly, $1,400,000 of the V-CO 3 automatically converted into such equity financing. For more information, please refer to “March 2026 PIPE Offering” below. March 2026 PIPE Offering On March 31, 2026, the Company entered into a Securities Purchase Agreement (the “March 2026 PIPE SPA”) with V-CO 3. Pursuant to the March 2026 PIPE SPA, the Company sold to V-CO 3 in a private placement offering (the “March 2026 PIPE Offering”): (i) 1,353,625 shares (the “March 2026 PIPE Shares”) of Common Stock, (ii) a pre-funded warrant to purchase 429,957 shares of Common Stock (the “March 2026 Pre-Funded Warrant”, with the shares of Common Stock underlying the Pre-Funded Warrant being referred to as the “March 2026 PFW Shares”), (iii) a Series A Common Stock Purchase Warrant (the “March 2026 Series A Warrant”) to purchase up to 1,783,582 shares of Common Stock and (iv) a Series B Common Stock Purchase Warrant to purchase up to 1,783,582 shares of Common Stock (the “March 2026 Series B Warrant”, and together with the Series A Warrant, the “March 2026 Common Stock Purchase Warrants”, and together with the Pre-Funded Warrant, the “March 2026 Warrants”, and with the shares of Common Stock underlying the Common Stock Purchase Warrants being referred to as the “March 2026 Warrant Shares”). V-CO 3 paid a purchase price of $1.34 for each March 2026 PIPE Share and March 2026 Pre-Funded Warrant Share and associated March 2026 Common Stock Purchase Warrants, with such price being established for purposes of compliance with the listing rules of the Nasdaq Stock Market LLC. The March 2026 PIPE Offering closed on March 31, 2026. The Company received $850,000 in cash proceeds upon the closing of the March 2026 PIPE Offering. Additionally, $1,400,000 previously funded by V-CO 3 under the V-CO 3 Note automatically converted into the PIPE Offering. The gross proceeds funded under the V-CO 3 Note exclude an original issue discount of $140,000 paid by the Company in connection with previous funding under the V-CO 3 Note. The Company expected to use the net proceeds from the March 2026 PIPE Offering for general working capital purposes. No placement agent was used in connection with the March 2026 PIPE Offering. Both March 2026 Common Stock Purchase Warrants have an exercise price of $1.09 per share and became exercisable immediately as of the date of issuance. The March 2026 Common Stock Purchase Warrants are identical to each other, other than their dates of expiration (the March 2026 Series A Warrant has a term of two years and the March 2026 Series B Warrant has a term of five years). The March 2026 Pre-Funded Warrant has a term ending on the complete exercise of the March 2026 Pre-Funded Warrant, an exercise price of $0.0001 per share and became exercisable immediately as of the date of issuance. The March 2026 Warrants also contain customary stock-based (but not price-based) anti-dilution protection as well as beneficial ownership limitations preventing Seneca or its affiliates from exercising March 2026 Warrants if such exercise would result in Seneca or its affiliates from owning in excess of 19.99% of the then outstanding Common Stock. The terms of the March 2026 PIPE SPA require the Company to file a registration statement on Form S-3 or other appropriate form registering the March 2026 PIPE Shares, the March 2026 PFW Shares and the March 2026 Warrant Shares (collectively, the “March 2026 Registerable Securities”) for resale no later than 45 days of the closing of the March 2026 PIPE Offering and to use commercially reasonable best efforts to cause such resale registration statement to be effective within 90 days of the closing of the March 2026 PIPE Offering. The Company must also use its commercially reasonable efforts to keep such resale registration statement continuously effective (including by filing a post-effective amendment to such resale registration statement or a new registration statement if such resale registration statement expires) for a period of three (3) years after the date of effectiveness of such resale registration statement or for such shorter period as such securities no longer constitute March 2026 Registrable Securities, subject to certain limitations specified in the March 2026 PIPE SPA. The March 2026 PIPE SPA further provides that the Company shall pay V-CO 3 in the amount equal to $50,000 for the fees and expenses of V-CO 3’s counsel incurred in connection with the March 2026 PIPE Offering. The March 2026 PIPE SPA also includes standard representations, warranties, indemnifications, and covenants of the Company and V-CO 3. “At-the-Market” Equity Offering As previously reported on a Current Report on From 8-K filed on February 14, 2025 (the “February 8-K”), on February 14, 2025, pursuant to a prospectus supplement to the Company’s previously filed shelf registration statement on Form S-3 (File No. 333-262554) (the “Prior Shelf Registration”), the Company entered into an At The Market Offering Agreement (the “ATM Sales Agreement”) with HCW, pursuant to which the Company may offer and sell shares of Common Stock from time to time through HCW. The Company did not sell any shares of Common Stock under the Prior Shelf Registration pursuant to the ATM Sales Agreement. On September 12, 2025, the Company filed a prospectus supplement (the “ATM Pro Supp”) with the SEC pursuant to which the Company may continue, under the ATM Sales Agreement, to sell, from time to time, up to an aggregate sales price of $5,830,572 of its Common Stock (the “ATM Shares”), through HCW as sales agent. HCW will be entitled to compensation at a fixed commission rate of 3.0% of the gross proceeds of each sale of Shares. In connection with the sale of our ATM Shares on our behalf, HCW will be deemed to be an “underwriter” within the meaning of the Securities Act and the compensation of HCW will be deemed to be underwriting commissions or discounts. We have also agreed to provide indemnification and contribution to HCW with respect to certain liabilities, including liabilities under the Securities Act. The offer and sale of the ATM Shares have been made pursuant to a shelf registration statement on Form S-3 (File No. 333-284834), as amended (the “New Shelf Registration”), initially filed by the Company with the SEC on February 11, 2025 and declared effective by the SEC on September 10, 2025, as supplemented by the ATM Pro Supp filed with the SEC pursuant to Rule 424(b) under the Securities Act. During the three months ended March 31, 2026, the Company sold an aggregate of 57,547 ATM Shares at an average price of $2.30 per share through the ATM Sales Agreement, resulting in proceeds of approximately $0.1 million net of commissions. Under the ATM Offering, $2,649,773 million remain available for future sales as of March 31, 2026; however, the Company is not obligated to make any sales under this program. As of March 31, 2026 and December 31, 2025. all warrants outstanding have been classified as equity and recorded at fair values of the date of issuance on the Company’s consolidated balance sheets and there have been no further adjustments to their issuance date valuation, The guidance in this ASC 815, Derivatives and Hedging and ASC 480, Distinguishing Liabilities from Equity, has been considered in making this assessment.

COMMON STOCK

3 Months Ended

Mar. 31, 2026

NOTE 10 – COMMON STOCK

We are authorized to issue 200,000,000 shares of Common Stock. Holders of Common Stock are entitled to one vote for each share held. Our Board of Directors may declare dividends payable to the holders of Common Stock.

The following is a description of Common Stock transactions during the periods presented:

January 2026 Warrant Inducement Transaction

On January 15, 2026, we entered into a warrant inducement letter agreement (the “January 2026 Inducement Agreement”) with an institutional investor (the “Holder”), pursuant to which the Holder agreed to exercise for cash the entirety of its January 2023 Warrants, November 2023 Series A Warrants and February 2024 Inducement Warrants at a reduced exercise price of $2.34 per share (with such exercise price being established for purposes of compliance with the listing rules of the Nasdaq Stock Market), resulting in gross proceeds to the Company of approximately $4.6 million. The January 2023 Warrant, the November 2023 Warrant and the February 2024 Inducement Warrant are referred to collectively as the “January 2026 Exercised Warrants.” The resale of the shares of Common Stock underlying the January 2026 Exercised Warrants have been registered pursuant to a Post-Effective Amendment to Form S-1 on a Registration Statement on Form S-3 (File No. 333-278564), which became effective with the SEC on January 7, 2026.

Pursuant to the January 2026 Inducement Agreement, in consideration for the immediate exercise of the January 2026 Exercised Warrants in full for cash, the Company agreed to issue to the Holder, in a private placement transaction: (i) a five-year, Series A Common Stock Purchase Warrant to purchase up to 1,982,356 shares of Common Stock at an exercise price of $2.09 per share, and (ii) a 24-month, Series B Common Stock Purchase Warrant to purchase up to 1,982,356 shares of Common Stock at an exercise price of $2.09 per share (collectively, the “January 2026 Inducement Warrants” and such aggregate 3,964,712 shares of Common Stock underlying the Inducement Warrants, the “January 2026 Inducement Shares”). The January 2026 Inducement Warrants are identical to each other, other than their dates of expiration and the absence of a “Black-Scholes put right” in the Series B Inducement Warrant. The transactions contemplated by the January 2026 Inducement Agreement closed on January 20, 2026.

We filed with the SEC such registration statement registering shares of Common Stock underlying the January 2026 Inducement Warrant on Form S-3 (File No. 333-293492) on February 17, 2026, and such registration statement was declared effective on May 8, 2026. We have agreed to use our commercially reasonable efforts to have such registration statement be continuously effective.

January 2026 V-CO Investors 3 LLC Note

On January 15, 2026, we entered into an unsecured convertible promissory note in favor of V-CO Investors 3 LLC (“V-CO 3”) in the maximum principal amount of up to $5,500,000 (the “V-CO 3 Note” and the maximum principal amount, inclusive of the original issuance discount described below, the “Maximum Principal”). V-CO 3 is an affiliate of Seneca.

The purpose of the V-CO 3 Note is to provide advanced funding and support to the Company in connection with a proposed equity financing of the Company in the aggregate amount of up to $5,500,000 (the “Subsequent Financing”).

On January 15, 2026 and March 26, 2026, V-CO funded an initial $900,000 and $500,000, respectively, to the Company under the V-CO 3 Note. The Maximum Principal shall include a ten percent (10%) original issuance discount of the aggregate Maximum Principal as a financing fee to V-CO 3.

The V-CO 3 Note does not bear any interest, except in the case of an event of default, which is defined as (i) the Company fails to pay the principal or any accrued interest under the V-CO 3 Note on demand, (ii) the Company fails to observe or perform any other material covenant, obligation, condition or agreement in any material respect contained in the V-CO 3 Note, (iii) the Company’s voluntary bankruptcy or (iv) an involuntary bankruptcy is commenced against the Company. Upon the occurrence of any event of default, interest shall accrue on the V-CO 3 Note at a rate equal to fifteen percent (15%) per annum and shall be computed on the basis of a 365-day year.

In the event of a Subsequent Financing prior to the Outside Date, all principal under the V-CO 3 Note shall automatically convert dollar-to-dollar, without any further action required on the part of V-CO or the Company, into such equity instruments of the Company as are issued in the Subsequent Financing. The Subsequent Financing may, but is not required to be, led by V-CO. Following the Outside Date, the Company may repay all or any portion of the outstanding principal amount and any accrued interest of the V-CO 3 Note in whole or in part without penalty.

On March 31, 2026, we entered into an equity financing with V-CO 3 and accordingly, $1,400,000 of the V-CO 3 automatically converted into such equity financing. For more information, please refer to “March 2026 PIPE Offering” below.

March 2026 PIPE Offering

On March 31, 2026, the Company entered into a Securities Purchase Agreement (the “March 2026 PIPE SPA”) with V-CO 3.

Pursuant to the March 2026 PIPE SPA, the Company sold to V-CO 3 in a private placement offering (the “March 2026 PIPE Offering”): (i) 1,353,625 shares (the “March 2026 PIPE Shares”) of Common Stock, (ii) a pre-funded warrant to purchase 429,957 shares of Common Stock (the “March 2026 Pre-Funded Warrant”, with the shares of Common Stock underlying the Pre-Funded Warrant being referred to as the “March 2026 PFW Shares”), (iii) a Series A Common Stock Purchase Warrant (the “March 2026 Series A Warrant”) to purchase up to 1,783,582 shares of Common Stock and (iv) a Series B Common Stock Purchase Warrant to purchase up to 1,783,582 shares of Common Stock (the “March 2026 Series B Warrant”, and together with the Series A Warrant, the “March 2026 Common Stock Purchase Warrants”, and together with the Pre-Funded Warrant, the “March 2026 Warrants”, and with the shares of Common Stock underlying the Common Stock Purchase Warrants being referred to as the “March 2026 Warrant Shares”).

V-CO 3 paid a purchase price of $1.34 for each March 2026 PIPE Share and March 2026 Pre-Funded Warrant Share and associated March 2026 Common Stock Purchase Warrants, with such price being established for purposes of compliance with the listing rules of the Nasdaq Stock Market LLC. The March 2026 PIPE Offering closed on March 31, 2026. The Company received $850,000 in cash proceeds upon the closing of the March 2026 PIPE Offering. Additionally, $1,400,000 previously funded by V-CO 3 under the V-CO 3 Note automatically converted into the PIPE Offering. The gross proceeds funded under the V-CO 3 Note exclude an original issue discount of $140,000 paid by the Company in connection with previous funding under the V-CO 3 Note. The Company expected to use the net proceeds from the March 2026 PIPE Offering for general working capital purposes. No placement agent was used in connection with the March 2026 PIPE Offering.

Both March 2026 Common Stock Purchase Warrants have an exercise price of $1.09 per share and became exercisable immediately as of the date of issuance. The March 2026 Common Stock Purchase Warrants are identical to each other, other than their dates of expiration (the March 2026 Series A Warrant has a term of two years and the March 2026 Series B Warrant has a term of five years). The March 2026 Pre-Funded Warrant has a term ending on the complete exercise of the March 2026 Pre-Funded Warrant, an exercise price of $0.0001 per share and became exercisable immediately as of the date of issuance. The March 2026 Warrants also contain customary stock-based (but not price-based) anti-dilution protection as well as beneficial ownership limitations preventing Seneca or its affiliates from exercising March 2026 Warrants if such exercise would result in Seneca or its affiliates from owning in excess of 19.99% of the then outstanding Common Stock.

The terms of the March 2026 PIPE SPA require the Company to file a registration statement on Form S-3 or other appropriate form registering the March 2026 PIPE Shares, the March 2026 PFW Shares and the March 2026 Warrant Shares (collectively, the “March 2026 Registerable Securities”) for resale no later than 45 days of the closing of the March 2026 PIPE Offering and to use commercially reasonable best efforts to cause such resale registration statement to be effective within 90 days of the closing of the March 2026 PIPE Offering. The Company must also use its commercially reasonable efforts to keep such resale registration statement continuously effective (including by filing a post-effective amendment to such resale registration statement or a new registration statement if such resale registration statement expires) for a period of three (3) years after the date of effectiveness of such resale registration statement or for such shorter period as such securities no longer constitute March 2026 Registrable Securities, subject to certain limitations specified in the March 2026 PIPE SPA.

The March 2026 PIPE SPA further provides that the Company shall pay V-CO 3 in the amount equal to $50,000 for the fees and expenses of V-CO 3’s counsel incurred in connection with the March 2026 PIPE Offering. The March 2026 PIPE SPA also includes standard representations, warranties, indemnifications, and covenants of the Company and V-CO 3.

“At-the-Market” Equity Offering

As previously reported on a Current Report on From 8-K filed on February 14, 2025 (the “February 8-K”), on February 14, 2025, pursuant to a prospectus supplement to the Company’s previously filed shelf registration statement on Form S-3 (File No. 333-262554) (the “Prior Shelf Registration”), the Company entered into an At The Market Offering Agreement (the “ATM Sales Agreement”) with HCW, pursuant to which the Company may offer and sell shares of Common Stock from time to time through HCW. The Company did not sell any shares of Common Stock under the Prior Shelf Registration pursuant to the ATM Sales Agreement.

On September 12, 2025, the Company filed a prospectus supplement (the “ATM Pro Supp”) with the SEC pursuant to which the Company may continue, under the ATM Sales Agreement, to sell, from time to time, up to an aggregate sales price of $5,830,572 of its Common Stock (the “ATM Shares”), through HCW as sales agent. HCW will be entitled to compensation at a fixed commission rate of 3.0% of the gross proceeds of each sale of Shares. In connection with the sale of our ATM Shares on our behalf, HCW will be deemed to be an “underwriter” within the meaning of the Securities Act and the compensation of HCW will be deemed to be underwriting commissions or discounts. We have also agreed to provide indemnification and contribution to HCW with respect to certain liabilities, including liabilities under the Securities Act.

The offer and sale of the ATM Shares have been made pursuant to a shelf registration statement on Form S-3 (File No. 333-284834), as amended (the “New Shelf Registration”), initially filed by the Company with the SEC on February 11, 2025 and declared effective by the SEC on September 10, 2025, as supplemented by the ATM Pro Supp filed with the SEC pursuant to Rule 424(b) under the Securities Act.

During the three months ended March 31, 2026, the Company sold an aggregate of 57,547 ATM Shares at an average price of $2.30 per share through the ATM Sales Agreement, resulting in proceeds of approximately $0.1 million net of commissions. Under the ATM Offering, $2,649,773 million remain available for future sales as of March 31, 2026; however, the Company is not obligated to make any sales under this program.

As of March 31, 2026 and December 31, 2025. all warrants outstanding have been classified as equity and recorded at fair values of the date of issuance on the Company’s consolidated balance sheets and there have been no further adjustments to their issuance date valuation, The guidance in this ASC 815, Derivatives and Hedging and ASC 480, Distinguishing Liabilities from Equity, has been considered in making this assessment.