11. Stockholders' Deficit

Common Stock

The holders of voting common stock are entitled to one vote for each share of common stock held. The common stockholders are also entitled to receive dividends whenever funds and assets are legally available and when declared by the BOD.

The holders of non-voting common stock are not entitled to vote, except on an as-converted basis with respect to any change of control of the Company that is submitted to the stockholders of the Company for approval. Shares of the Company's non-voting common stock have the same rights to dividends and other distributions and are convertible into shares of the Company's common stock on a one-for-one basis.

At a special meeting of stockholders of the Company held on September 30, 2022, the stockholders approved an increase in the number of authorized shares of the Company’s voting common stock, par value $0.0001 per share, from 150,000,000 to 298,000,000.

At a special meeting of stockholders of the Company held on April 20, 2026, the stockholders approved an increase in the number of authorized shares of the Company’s voting common stock, par value $0.0001 per share, from 298,000,000 shares to 500,000,000 shares.

The Company is now authorized to issue a total number of 554,475,074 shares of stock, of which 500,000,000 shares are voting common stock, 50,000,000 shares are non-voting common stock, and 4,475,074 shares are preferred stock.

Stockholder Rights Plan

On February 26, 2025, the Company adopted a stockholder rights plan and declared a dividend of one preferred share purchase right for each outstanding share of its common stock and non-voting common stock. The rights were designed to protect the interests of all stockholders by reducing the likelihood of a hostile takeover. Each right would initially entitle holders to purchase a fraction of a share of newly designated Series K Junior Participating Preferred Stock at a specified exercise price, subject to adjustment. The rights would become exercisable only upon the occurrence of certain events, unless earlier redeemed, exchanged, or terminated pursuant to the terms of the rights agreement. The rights expired on February 26, 2026.

Reverse Stock Splits

On March 18, 2025, the Company approved a ninth amendment to the Company’s Third Amended and Restated Certificate of Incorporation to effect a 1-for-25 reverse stock split of the Company’s issued and outstanding shares of voting common stock, effective March 24, 2025.

On April 20, 2026, the Company approved an eleventh amendment to the Company’s Third Amended and Restated Certificate of Incorporation to effect a 1-for-35 reverse stock split of the Company’s issued and outstanding shares of voting common stock, effective April 30, 2026.

The reverse stock split reduces the number of shares of common stock issuable upon the conversion of the Company’s outstanding non-voting common stock and the exercise or vesting of its outstanding stock options and warrants in proportion to the ratio of the reverse stock split and causes a proportionate increase in the conversion and exercise prices of such non-voting common stock, stock options, and warrants. In addition, the number of shares reserved for issuance under the Company’s equity compensation plans immediately prior to the effective time will be reduced proportionately. The reverse stock split did not change the total number of authorized shares of common stock or preferred stock. All share and per share amounts of the Company’s common stock, as well as stock options, RSUs, and warrants included in the accompanying consolidated financial statements have been retroactively adjusted to give effect to the reverse stock split for all periods presented, unless indicated otherwise.

At the Market Offering (“ATM”)

ATM Agreement

On December 10, 2021, the Company entered into an ATM Agreement, pursuant to which the Company may offer and sell, from time to time through Ladenburg, shares of common stock having an aggregate offering price of up to $15.0 million, subject to the terms and conditions of the ATM Agreement.

On February 2, 2022, the Company entered into an amendment to the ATM Agreement, pursuant to which, the aggregate offering amount of the shares of the Company’s common stock which the Company may sell and issue through Ladenburg, as the sales agent, was increased from $15.0 million to $75.0 million.

On May 17, 2024, the Company entered into a second amendment to the ATM Agreement, pursuant to which the previous $75 million limit on the aggregate offering amount of shares of the Company’s common stock which the Company may sell and issue through Ladenburg, as the sales agent, was removed such that the amount issuable under the ATM Agreement is limited solely by certain limitations as specified in the May 17, 2024 amendment.

On July 17, 2024, the Company entered into a third amendment to the ATM Agreement with Ladenburg and Lucid Capital Markets, LLC (“Lucid”). Pursuant to the July 17, 2024 amendment, Lucid was added as a party and manager under the agreement, effective beginning July 17, 2024 and ending on September 30, 2024, unless extended by the parties to the agreement.

On November 13, 2024, the Company entered into a fourth amendment to the ATM Agreement with Ladenburg and Lucid. Pursuant to the November 13, 2024 amendment, Lucid’s term as manager under the ATM Agreement was retrospectively extended from September 30, 2024 to November 30, 2024, unless further extended by the parties to the agreement.

On February 4, 2025, the Company entered into a fifth amendment to the ATM Agreement with Ladenburg and Lucid. Pursuant to this amendment, Lucid’s term as manager under the ATM Agreement was retrospectively extended from November 30, 2024 to June 30, 2025, unless further extended by the parties to the agreement.

On August 14, 2025, the Company entered into a sixth amendment to the ATM Agreement with Ladenburg and Lucid. Pursuant to this amendment, Lucid’s term as manager under the ATM Agreement was extended retrospectively from June 30, 2025 to December 31, 2025, unless further extended by the parties to the agreement.

During the three months ended March 31, 2026, the Company issued an aggregate of 0 shares under the ATM Agreement.

Royalty Interests Exchanges for Common Stock Issuances

In November and December 2025, the Company issued an aggregate of 22,893 shares of common stock in connection with the exchange of Series M Preferred Stock with Streeterville and Iliad.

Pre-funded Warrants

In connection with the exchange of royalty interest debt and the retirement of Series L and Series M Perpetual Preferred Stock on January 16, 2026, the Company issued six separate pre-funded common stock purchase warrants to Iliad and Streeterville. These warrants are exercisable for an aggregate of 336,465 shares of common stock at an exercise price of $0.035 per share and are exercisable in part or in full immediately. The warrants provide that the number of shares exercised shall be limited to ensure the holder’s beneficial ownership does not exceed 9.99% of the total shares outstanding. These securities were issued in reliance on the exemption from registration provided under Section 3(a)(9) of the Securities Act

Series N Exchange for Common Stock Issuance

On December 8, 2025, the Company held a special meeting of stockholders where stockholders approved proposals related to the issuance of shares of Common Stock upon exchange of 951 shares of Series N Preferred Stock and the issuance of 56,000 shares of common stock and 45,982 pre-funded warrants pursuant to the securities purchase agreement dated September 28, 2025. For the three months ended March 31, 2026, the Purchasers exchanged 10 shares of Series N Preferred Stock into 596 shares of common stock.

Noncontrolling Interest

As a result of the merger on November 3, 2021 between Napo EU and Dragon SPAC, the Company assumed a noncontrolling interest amounting to $242,000 as of December 31, 2021 which represents noncontrolling interest held by an investor in Napo Therapeutics.

For the three months ended March 31, 2026 and 2025, noncontrolling interest decreased by $174,000 and $160,000, respectively, due to net of share in comprehensive losses.