Note 9 – Redeemable Convertible Preferred Stock

The Company has issued Series A redeemable convertible preferred stock (“Series A”), Series B redeemable convertible preferred stock (“Series B”), Series C redeemable convertible preferred stock (“Series C”), Series D redeemable convertible preferred stock (“Series D”), Series E-1 redeemable convertible preferred stock (“Series E-1”), Series E-2 redeemable convertible preferred stock (“Series E-2”), and Series F redeemable convertible preferred stock (“Series F”), collectively the (“Preferred Stock”).

In March 2025, the Company entered into a Series F preferred stock purchase agreement (the “Series F Agreement”) pursuant to which the Company issued 12,349,423 shares of Series F redeemable convertible preferred stock at a price of $2.6317 per share for gross cash proceeds of $32,499,977. The Series F Agreement also required the Company to issue, and the investors to purchase, an additional 12,349,423 shares of Series F redeemable convertible preferred stock at the same price per share on or around October 15, 2025 for additional gross cash proceeds of $32,499,977 (the “Series F preferred stock tranche obligation”).

The Company classified the Series F preferred stock tranche obligation as a liability on its balance sheets as it represents a freestanding financial instrument that may require the Company to transfer assets to settle its obligation (upon events that are outside of its control). The Series F preferred stock tranche obligations were initially recorded at fair value upon the date of issuance and was subsequently remeasured to fair value at each reporting date until settlement. Changes in the fair value of the Series F preferred stock tranche obligation was recognized as a component of other income, net in the statements of operations.

The Series F preferred stock tranche obligation had an initial fair value of $680,600. As a result of the initial issuance of Series F in March 2025, 12,349,423 shares of Series F were recorded at their fair value of $31,532,110, net of issuance costs of $287,267. The Series F preferred stock tranche obligation was subsequently remeasured to a fair value of $797,908 as of June 30, 2025, and $915,216 as of September 30, 2025, with changes in fair value of $117,308 for the three months ended June 30, 2025 and $117,308 for the three months ended September 30, 2025 recognized as a component of other income, net in the statements of operations.

The Series F preferred stock tranche obligation was settled in October 2025, with the issuance of 12,349,423 shares of Series F at a price of $2.6317 per share for gross cash proceeds of $32,499,977. The fair value of the Series F preferred stock tranche obligation at settlement was $915,216. As a result of the October 2025 issuance of Series F, as well as the settlement of the Series F preferred stock obligation, 12,349,423 shares of Series F were recorded at their fair value of $33,415,193. Issuance costs related to the October 2025 Series F issuance were immaterial.

Dividends

In the event dividends are declared by the Board of Directors on the common stock (except dividends on common stock payable in additional shares of common stock), the holders of the Preferred Stock shall be entitled to receive a dividend per share on the Preferred Stock, as applicable, pro rata with the shares of common stock, as if such shares of Preferred Stock had been converted to shares of common stock, assuming for this purpose only that shares of redeemable convertible preferred stock are convertible into

fractional shares, at the record date for the determination of stockholders entitled to such dividends. The right to receive dividends on shares of redeemable convertible preferred stock is non-cumulative, and no right to such dividends accrues to holders of redeemable convertible preferred stock by reason of the fact that dividends on such shares are not declared or paid in any years. No dividends have been declared or paid as of March 31, 2026 or December 31, 2025.

Liquidation Rights

In the event of any voluntary or involuntary liquidation, dissolution, or winding up of the Company, or in the event of a deemed liquidation event (as defined below) the holders of Preferred Stock are entitled to liquidation preferences.

Payment of liquidation preferences rights to preferred stockholders are in the order of: first, the Series F redeemable convertible preferred stock, then the Series E-2 and Series E-1 redeemable convertible preferred stock, then the Series D redeemable convertible preferred stock, then the Series C redeemable convertible preferred stock, then the Series B and A redeemable convertible preferred stock. The liquidation values for the Series F, Series E-2, Series E-1, Series D, and Series C redeemable convertible preferred stock are equivalent to an amount equal to the respective original issue price per share, adjusted for any recapitalization, stock split and the like, plus any dividends declared but unpaid thereon. The liquidation values for the Series B and Series A redeemable convertible preferred stock are equivalent the greater of (i) an amount equal to 1.2 multiplied by the respective original issue price per share, adjusted for any recapitalization, stock split and the like, plus any dividends declared but unpaid thereon, or (ii) such amount per share as would have been payable had all shares of Series B and Series A redeemable convertible preferred stock been converted into common stock immediately prior to such liquidation, dissolution or winding up. The remaining assets, if any, shall be distributed among the holders of the shares of common stock, Series C Preferred Stock, Series D Preferred Stock, Series E-1 Preferred Stock, Series E-2 Preferred Stock, and Series F Preferred Stock, pro rata based on the number of shares held by each such holder, treating for this purpose all such securities as if they had been converted to common stock pursuant to the terms of the Amended and Restated Certificate of Incorporation immediately prior to such liquidation, dissolution or winding up of the Corporation, or deemed liquidation event.

If upon the liquidation, dissolution, winding up of the Company, or deemed liquidation event, the assets of the Company legally available for distribution to the holders of the Preferred Stock are insufficient to permit the payment to such holders of the full liquidation preferences to which they are entitled, then the holders of the Company’s common stock will receive nothing in respect of their equity holdings in the Company.

A deemed liquidation event is defined as a merger or consolidation of the Company that results in a change of control, or the sale, lease, transfer, exclusive license, or other disposition of substantially all of the assets of the Company to another entity that is less than a wholly owned subsidiary, unless the holders of at least a majority of the outstanding shares of Preferred Stock, voting together as a single class and on an as converted to common stock basis, and the holders of at least a majority of the outstanding shares of Series F, voting exclusively and as a separate class, elect otherwise by written notice sent to the Company prior to the effective date of any such event.

Subsequent to March 31, 2026, immediately prior to the completion of the IPO, all the outstanding shares of Preferred Stock converted into an aggregate 18,831,868 shares of common stock and the related liquidation preferences terminated.

Conversion Rights

Each share of Preferred Stock is convertible at the option of the holder and at any time into common stock as determined by dividing the applicable original issue price by the applicable Conversion Price. Conversion Price is defined as initially the applicable original issue price for the applicable series of Preferred Stock, subject to certain adjustments in the event of any recapitalizations, stock splits and the like, and for certain subsequent dilutive issuances of common stock or deemed dilutive issuances of common stock, at a price per share less than the then applicable conversion prices of the Preferred Stock. Each share of each series of Preferred Stock converts into shares of common stock on a 1:3.483 basis.

Each share of the Preferred Stock shall automatically be converted into fully paid and nonassessable shares of common stock at the above then-effective respective conversion price upon, (1) the closing of a sale of shares of common stock to the public at a specified price (subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other similar recapitalization with respect to common stock) in a firm-commitment underwritten public offering pursuant to an effective registration statement under the Securities Act of 1933, as amended, resulting in at least $75,000,000 of gross proceeds to the Company, before deductions of underwriting discounts, commissions, and expenses, (2) the date and time, or the occurrence of an event, specified by vote or written consent of (x) the holders of at least a majority of the outstanding shares of Preferred Stock, voting together as a single class and on an as converted to common stock basis, and (y) the holders of at least a majority of the outstanding shares of Series F, voting exclusively and as a separate class, or (3) immediately prior to the closing of the IPO.

Subsequent to March 31, 2026, immediately prior to the completion of the IPO, all the outstanding shares of Preferred Stock converted into an aggregate 18,831,868 shares of common stock.

Voting Rights

Prior to the completion of the IPO, the holders of each share of Preferred Stock were entitled to one vote for each share of common stock into which such share could be converted on all matters presented to the shareholders for vote.

Redeemable Convertible Preferred Stock Warrants

As of March 31, 2026 and December 31, 2025, the Company had 908,000 warrants for Series B redeemable convertible preferred stock (“Series B Preferred Warrants”) outstanding. These warrants were issued during 2012 and 2013 in connection with the issuances of Series B redeemable convertible preferred stock. In addition, as of March 31, 2026 and December 31, 2025, the Company had 258,000 warrants for Series D redeemable convertible preferred stock (“Series D Preferred Warrants”) outstanding, respectively. These warrants were issued in connection with the promissory notes issued in 2017 which were exercised and converted to shares of Series D preferred stock in 2017.

Subsequent to March 31, 2026, in connection with the IPO, the Company received exercises of the warrants noted above for shares of redeemable convertible preferred stock. Any remaining warrants have expired. As such, subsequent to the completion of the IPO, there remains no outstanding redeemable convertible preferred stock warrants.