10. STOCKHOLDERS’ (DEFICIT) EQUITY

The Company is authorized to issue 110,000,000 shares of stock, of which 100,000,000 is designated as common stock and 10,000,000 is designated as preferred stock.

Common stock

The Company is authorized to issue 100,000,000 shares of common stock with a par value of $0.0001 per share, of which 47,048,174 and 19,291,000 were issued and outstanding as of March 31, 2026 and 2025, respectively.

Sale of Common Stock

Public Offering: On June 30, 2025, the Company closed a public offering of 10,000,000 shares of its common stock at an offering price of $0.30 per share (the “Offering”), pursuant to its registration statement on Form S-3 (File No. 333-285612) for aggregate net proceeds of approximately $2,538, after deducting underwriting discounts and commissions and estimated offering expenses. The underwriters were also granted a 45-day option to purchase up to an additional 1,500,000 shares of common stock and/or pre-funded warrants to cover over-allotments, if any. On July 21, 2025, the over-allotment option was partially exercised by the underwriters for an additional 313,128 shares of the Company’s common stock, generating net proceeds of approximately $83, after deducting underwriting discounts and commissions and estimated offering expenses.

In connection with the Offering, the Company issued to the representative of the underwriters, warrants to purchase up to 500,000 shares of common stock at an exercise price of $0.375 per share (the “June 2025 Warrant”). The June 2025 Warrant is exercisable beginning on the date of issuance and expires five years thereafter. The June 2025 Warrant was determined to be an equity classified warrant.

In connection with the underwriter’s exercise of the over-allotment option, the Company issued the representative of the underwriters from the Offering a warrant to purchase up to 15,656 shares of the Company common stock at an exercise price of $0.375 (the “July 2025 Warrant”). The July 2025 Warrant is exercisable beginning on the date of issuance and expires five years thereafter. The July 2025 Warrant was determined to be an equity classified warrant.

The holder of the June 2025 Warrants and July 2025 Warrants shall not have the right to convert any portion of the respective warrants to the extent that after giving effect to such conversion the holder of the respective warrants, together with any affiliates, would beneficially own in excess of 4.99% (which may be increased to 9.99% at the holder’s sole discretion) of the number of common shares outstanding immediately after giving effect to such conversion. Any increase to the beneficial ownership limitation will not be effective until the 61st day after notice is received by the Company.

Securities Purchase Agreement: On August 27, 2025, the Company entered into a securities purchase agreement (the “August SPA”) to issue and sell 3,172,858 shares of its common stock (the “August SPA Shares”) at a per share price of $0.46822, which represents the average closing price of the Company’s common stock for the five trading days immediately preceding the sale, and a warrant to purchase up to 3,204,908 shares of its common stock (the “August 2025 Warrant Shares”, and together with the August SPA Shares, the “August SPA Securities”) at an exercise price of $0.46822 per share (the “August 2025 Warrant”) for aggregate net proceeds of approximately $1,429, after deducting direct offering expenses. The August 2025 Warrant is exercisable beginning on the date of issuance and expires three years thereafter. The August 2025 Warrant can be exercised on a cashless basis if the shares underlying the August 2025 Warrant are not registered at the time it is exercised. The August 2025 Warrant was determined to be an equity classified warrant.

The holder of the August 2025 Warrants shall not have the right to convert any portion of the respective warrants to the extent that after giving effect to such conversion the holder of the respective warrants, together with any affiliates, would beneficially own in excess of 9.99% (which may be increased to 19.99% at the holder’s sole discretion) of the number of common shares outstanding immediately after giving effect to such conversion. Any increase to the beneficial ownership limitation will not be effective until the 61st day after notice is received by the Company.

In January 2026, the holder of the August 2025 warrants gave notice to the Company of its intent to increase its beneficial ownership percentage to 19.99%, which was approved during the Company’s annual meeting of stockholders on January 14, 2026.

Beginning in August 2026, the Company may, at its sole discretion, require the holder of the August 2025 Warrant to exercise the warrant in full on a specified date (the “Mandatory Exercise Date”), provided that, prior to and as of the Mandatory Exercise Date (a) the closing price of the Company’s common stock has exceeded the exercise price of the August 2025 Warrant during any consecutive five trading days within a fifteen trading-day period at least once and (b) the Company has an effective registration statement registering the resale of both the August 2025 Warrant and the shares issuable upon exercise of the August 2025 Warrant. On the Mandatory Exercise Date, the beneficial ownership limitation will be automatically increased to 19.99%. If the holder of the August 2025 Warrant does not pay the amount due in cash within thirty days of the Mandatory Exercise Date, then the Company may effect, in its discretion, either (i) a cashless exercise of the August 2025 Warrants or (ii) a redemption and subsequent cancellation of the August 2025 Warrant, in exchange for $0.001 per warrant.

In January 2026, the August 2025 Warrant was amended (the “Amended August 2025 Warrant”) to include a down round feature that should the Company issue its common stock and common stock equivalents, subject to certain exempt issuances, for per share consideration that is less than the current exercise price per share of the Amended August 2025 Warrant, then the exercise price shall be lowered to equal to the quotient obtained by dividing: (A) the sum of (1) the product obtained by multiplying the common stock deemed outstanding immediately prior to such issuance or sale (or deemed issuance or sale) by the exercise price then in effect plus (2) the aggregate consideration, if any, received by the Company upon such issuance or sale (or deemed issuance or sale); by (B) the sum of (1) the common stock deemed outstanding immediately prior to such issuance or sale (or deemed issuance or sale) plus (2) the aggregate number of shares of common stock issued or sold (or deemed issued or sold) by the Company in such issuance or sale (or deemed issuance or sale).

The holder of the Amended August 2025 Warrant was granted a right of first refusal on a debt or equity financing transaction, as defined in the agreement, that provided the holder with the right to participate pro rata, except in connection with excluded issuances, in the planned financing transaction as long as the holder of the Amended August 2025 Warrants, together with any affiliates, would beneficially own in excess of 4.99% of the number of common shares outstanding immediately preceding the financing transaction.

The Amended August 2025 Warrant was determined to be an equity classified warrant as it remains indexed to the Company’s own stock and meet the scope exception of ASC 815.

In January 2026, the Company entered into a warrant agreement for a warrant to purchase up to 2,900,613 shares of its common stock, at an exercise price of $0.46822 per share (the “January 2026 Warrant”) in connection with the Amended August 2025 Warrant and the conversion of Series AA Preferred Stock into common stock. The January 2026 Warrant is exercisable beginning on the date of issuance and expires August 27, 2028. The January 2026 Warrant can be exercised on a cashless basis if the shares underlying the January 2026 Warrant are not registered at the time it is exercised. The January 2026 Warrant contains the same terms and conditions as the Amended August 2025 Warrant. The January 2026 Warrant was determined to be an equity classified warrant.

Equity Line of Credit (“ELOC”): On October 7, 2025, the Company entered into an equity purchase agreement (the “ELOC”), whereby the Company has the right, but not the obligation, to direct an investor to purchase up to $25,000 of the Company’s common stock (the “Put Shares”), where the Company directs the investor to purchase Put Shares in increments between $5 and the lesser of (a) $500 or (b) 20.0% of the Average Daily Trading Value (as defined in the ELOC), on the terms and conditions set forth in the ELOC. The purchase price of the Put Shares will be the lesser of (i) 97.0% of the Market Price (as defined in the ELOC) or (ii) 102.0% of the Market Alternative Price (as defined in the ELOC). If the Company’s principal market is any tier of the OTC Markets on the date the investor receives the Company’s directive, the purchase price of the Put Shares will be the lesser of (i) 85.0% of the Market Price or (ii) 85.0% of the Market Alternative Price. The number of Put Shares to be purchased by the investor is subject to a beneficial ownership limitation of 4.99%.

The ELOC will not be effective until it is first approved by the Company’s shareholders and then approved by the Company’s board of directors. The ELOC was approved by the Company’s shareholders on January 14, 2026, but has not been approved by the Company’s Board as of the dates these condensed consolidated financial statements were issued. Once the ELOC is effective, the Company will issue the investor shares of the Company’s common stock (the “Commitment Shares”) that is determined by dividing 187,000 by the lesser of (i) the closing price of the Company’s common stock on the Trading Day (as defined in the ELOC) immediately preceding date the ELOC is approved by Company’s board of directors, or (ii) average of the five (5) closing prices of the Company’s common stock during the five Trading Days immediately preceding the date the ELOC is approved by Company’s board of directors. As of the date these condensed consolidated financial statements were issued, the approvals were not yet received.

In connection with the ELOC, the Company entered into a registration rights agreement (the “ELOC RRA”) whereby the Company will file a registration statement covering the maximum number of registerable securities (as defined in the ELOC RRA) within forty-five calendar days from the date the ELOC is approved by the Company’s board of directors.

The ELOC will end on the earlier of (i) the date the investor purchased $25,000 of Put Shares, (ii) October 7, 2027, (iii) the date of written notice of termination by the Company to the investor (per the terms and conditions set forth in the ELOC), (iv) the ELOC RRA is no longer effective after the initial effective date of the ELOC RRA, or (v) the date that the Company commences a case or any person commences a proceeding against the Company, a custodian is appointed for the company or for all or substantially all of its property or the Company makes a general assignment for the benefit of its creditors. As of March 31, 2026, no shares of the Company’s common stock have been issued under the ELOC.

Series AA Preferred Stock

In March 2025, the Company designated a series of preferred stock as the 12.00% Series AA Convertible Preferred Stock, par value of $0.0001 per share (the “Series AA Preferred Stock”) and authorized 1,800,000 shares of Series AA Preferred Stock.

In March 2025, the Company entered into securities purchase agreements with twelve investors whereby the Company issued 924,921 shares of Series AA Preferred Stock at an original issue price of $5.8005 per share for gross proceeds of $5,365, less $217 of issuance costs or total net proceeds of $5,148. In connection with the securities purchase agreements, the Company entered into a registration rights agreement with the investors whereby the Company committed to file the registration statement to register for resale the shares of common stock issuable upon conversion of the Series AA Preferred Stock purchased by the investors pursuant to the securities purchase agreements no later than thirty days from the final closing date. Registration statement was filed on March 6, 2025.

Additionally, the Company entered into a placement agency agreement with a placement agent in exchange for a cash fee of 6.0% of the gross proceeds paid by investors introduced to the Company by the placement agent. Additionally, the Placement Agent received 56,676 warrants to purchase shares of common stock equal to 5.0% of the shares of common stock issuable upon conversion of the Series AA Preferred Stock purchased by these investors (the “March 2025 Warrant”) at a per share price of $1.45 for a term of five years that may be exercised on a cash or cashless basis (see Note 12).

The Series AA Preferred Stock holder and the March 2025 Warrant holder (collectively, the “March 2025 Investors”) shall not have the right to convert any portion of the Series AA Preferred Stock or March 2025 Warrant to the extent that after giving effect to such conversion the March 2025 Investors, together with any affiliates, would beneficially own in excess of 4.99% (which may be increased to 9.99% at the March 2025 Investor’s sole discretion) of the number of common shares outstanding immediately after giving effect to such conversion. Any increase to the beneficial ownership limitation will not be effective until the 61st day after notice is received by the Company. The March 2025 Warrant was determined to be an equity classified warrant.

On January 15, 2026, the Company issued 11,458,306 shares of its common stock upon conversion of all outstanding shares of Series AA Preferred Stock at a reduced conversion price of $0.46822 per share, as approved by the shareholders of the Company on January 14, 2026.

Shares Issued for Services

The Company, from time to time, issues shares of its common stock for marketing and other services. The fair value of the shares is initially capitalized as a prepaid service cost and amortized over the service period. During the years ended March 31, 2026 and 2025, the Company issued 100,000 and 1,352,102 shares of restricted common stock to vendors for services rendered and to be rendered with a fair value of $62 and $1,488, respectively. These shares of common stock were valued based on the market value of the Company’s common stock price at the issuance date or the date the Company entered into the agreement related to the issuance. During the years ended March 31, 2026 and 2025, the Company amortized $558 and $910 respectively, of the value of the shares as the services were rendered. As of March 31, 2026, the unamortized service cost was $82 and was included as a components of prepaid and other current assets. (see Note 4).