NOTE 4 — STOCKHOLDERS’ EQUITY

Reverse Stock Split

As disclosed in Note 1, effective March 31, 2026, the Company effected a 1-for-30 reverse stock split of its outstanding common stock.

Increase in Authorized Shares

On January 23, 2026, the Company’s stockholders approved an amendment to the Company’s Articles of Incorporation (the “Authorized Shares Amendment”) to increase the number of authorized shares of common stock from 100,000,000 shares to 250,000,000 shares. The Authorized Shares Amendment was filed with the Secretary of State of the State of Nevada and became effective on January 23, 2026.

ATM Offering

In November 2023, the Company entered into a Sales Agreement (the “ATM Agreement”) with Leerink Partners LLC (“Leerink”) under which the Company may offer and sell, from time to time at its sole discretion, shares of its common stock through an “at the market offering” program under which Leerink will act as sales agent or principal. The ATM Agreement provides that Leerink will be entitled to compensation for its services equal to 3.0% of the gross proceeds from sales of any shares of common stock under the ATM Agreement. The Company has no obligation to sell any shares under the ATM Agreement and may, at any time, suspend solicitation and offers under the ATM Agreement. During the twelve months ended March 31, 2026 and 2025, under the ATM Agreement, the Company sold 96,003 and 30,673 shares of common stock, respectively, for gross proceeds of $1,960,715 and $2,224,440.

March 2026 Public Offering

In March 2026, the Company entered into a placement agency agreement (the “Placement Agency Agreement”) with Maxim Group LLC (“Maxim”) and securities purchase agreements with multiple investors, relating to a best-efforts offering (the “March 2026 Offering”) of (i) 2,069,933 shares of common stock, par value $0.001 per share, (ii) pre-funded warrants to purchase 200,000 shares of common stock, and (iii) accompanying warrants exercisable to purchase up to 2,269,933 shares of common stock. The Company received gross proceeds of approximately $12 million from the March 2026 Offering, before deducting placement agent fees and offering expenses. Pursuant to the Placement Agency Agreement, the Company paid the Placement Agent a cash fee equal to 7% of the gross proceeds received from the March 2026 Offering and reimbursed the Placement Agent for its expenses incurred in an amount of $100,000.

The combined public offering price for each share of common stock, together with a common warrant to purchase one share of common stock, was $5.286. The combined public offering price of each pre-funded warrant, together with the accompanying common warrant, was $5.256, which equals the price at which one share of common stock and accompanying common warrant is sold in the March 2026 Offering minus $0.30, which is the per share exercise price of each pre-funded warrant. Each common warrant has an exercise price of $5.286 per share, will be exercisable immediately upon issuance and will expire on the fifth anniversary of the date of issuance. The March 2026 Offering closed on March 4, 2026.

December 2025 Offering

In December 2025, the Company entered into an Underwriting Agreement (the “Underwriting Agreement”) with Newbridge Securities Corporation (“Newbridge”) relating to a firm commitment underwritten offering (the “Offering”) of (i) 405,766 shares of common stock, referred to as the “Firm Shares,” and (ii) accompanying warrants exercisable to purchase up to 202,883 shares of common stock referred to as the “Firm Warrants.” The Offering closed on December 11, 2025 (the “Closing Date”), and the net proceeds to the Company from the Offering were approximately $4.1 million, after deducting underwriting discounts and commissions and offering expenses. Pursuant to the Agreement, the Company paid Newbridge a cash fee equal to 7% of the gross proceeds received from the Offering and reimbursed Newbridge for its expenses in an amount of $85,000. In the Offering, each two shares of common stock were offered and sold together with one accompanying warrant at a combined price of $23.10, yielding an effective price of $11.40 per share and $0.30 per warrant. The Warrants have an exercise price of $13.50 per share, were exercisable immediately upon issuance, and expire five years following the date of issuance. Pursuant to the Underwriting Agreement, the Company granted to Newbridge a 30-day option (the “Over-allotment Option”) to purchase from the Company (i) up to an additional 60,865 shares of common stock, representing 15% of the Firm Shares sold in the Offering (the “Option Shares”), and/or (ii) additional Warrants to purchase up to 30,432 shares of common stock, representing 15% of the Firm Warrants (the “Over-allotment Warrants”) sold in the Offering, solely for the purpose of covering over-allotments of such securities. Newbridge exercised the Over-allotment Option in full, and, on December 22, 2025 (the “Over-Allotment Closing Date”), the Company issued the full amount of Option Shares and Over-allotment Warrants for net proceeds of approximately $0.7 million. As discussed in Note 5, the Firm Warrants and the Over-allotment Warrants had a total fair value at the dates of issuance of $1,781,699 and were accounted for as liabilities. The Company also agreed to issue to Newbridge on the Closing Date and each Over-allotment Option closing date, warrant (the “Underwriter Warrants”) for the purchase of a number of shares of common stock equal to an aggregate of 7% of the Firm Shares sold on the Closing Date (equal to 28,403 shares) and 7% of the Option Shares sold on each Over-allotment Option Closing Date (equal to 4,260 shares). The Underwriter Warrants have substantially the same terms as the Firm Warrants, except that the Underwriter Warrants have an exercise price of $13.86 per share, are not exercisable for 180 days from the Closing Date and will include piggyback registration rights that are triggered if there is not an effective registration statement covering all of the shares of common stock issuable upon exercise of the Underwriter Warrants. The Underwriter Warrants had a total fair value at the dates of issuance of $248,294 and were accounted for as liabilities (Note 5).

September 2025 Warrant Inducement Offering

In September 2025, the Company entered into inducement offer letter agreements (the “Inducement Letters”) with certain holders (the “Holders”) of warrants issued in May 2023 (the “2023 Warrants”) and in March 2025 (the “March 2025 Warrants,” and, collectively with the 2023 Warrants, the “Existing Warrants”) to purchase up to an aggregate of 216,824 shares of the Company’s common stock. Pursuant to the Inducement Letters, the Holders agreed to exercise for cash i) 2023 Warrants to purchase 63,390 shares of common stock with an original exercise price of $36.60 per share and ii) March 2025 Warrants to purchase 153,434 shares with an original exercise price of $33.60 per share at a reduced exercise price of $20.40 per share in consideration for the Company’s agreement to issue in a private placement new common stock purchase warrants to purchase an aggregate of 108,412 shares (the “September 2025 Warrants”). The September 2025 Warrants have an exercise price of $25.20 per share, were exercisable upon issuance and expire on the five-year anniversary of the date of issuance. The Company accounted for the issuance of the: i) shares of its common stock and ii) the September 2025 Warrants as a single equity transaction for gross proceeds of approximately $4.4 million. In relation to the warrant inducement offering, the Company engaged Newbridge as the servicing agent and paid a fee of $400,000 and expense reimbursement of $50,000.

March 2025 Private Placement

On March 20, 2025, the Company entered into securities purchase agreements (the “Purchase Agreements”) with investors (the Investors) for the private placement (the “Private Placement”) of 208,256 units (each a Unit), with each Unit consisting of (A) two shares of the Company’s common stock and (B) one warrant (a “Warrant”) to purchase one share of common stock, at an offering price of $57.60 per Unit. Certain affiliates, officers and directors of the Company purchased a total of 12,482 Units in the Private Placement. The common stock and the Warrants included in the Units and the common stock underlying the Warrants are collectively referred to herein as the “Securities.” The Private Placement closed on March 26, 2025 with aggregate gross proceeds totaling approximately $12 million, before deducting placement agent fees and other expenses. Concurrently with the Private Placement, the Company entered into a subscription agreement with a foreign investor pursuant to which the Company completed a direct private placement of 8,680 Units for additional aggregate gross proceeds of approximately $0.5 million on the same terms as the Private Placement.

The Warrants have an exercise price of $33.60 per share. Each Warrant is exercisable immediately and will expire four years from the date of issuance. The exercise price and number of shares of common stock issuable upon exercise of the warrants is subject to appropriate adjustment in the event of stock dividends, stock splits, reorganizations or similar events affecting the common stock and the exercise price. Subject to limited exceptions, an Investor may not exercise any portion of its warrants to the extent that the Investor would beneficially own more than 4.99% (or, at the election of the holder prior to the date of issuance, 9.99%) of the Company’s outstanding common stock after exercise. In the event of certain fundamental transactions, the holder of the Warrants will have the right to receive the Black Scholes Value (as defined in the Warrants) of its Warrants calculated pursuant to a formula set forth in the Warrants, payable in cash.

Newbridge Securities Corporation (the “Placement Agent”) acted as the Company’s placement agent in connection with the Private Placement, pursuant to that certain engagement letter, dated as of February 10, 2025, between the Company and the Placement Agent, pursuant to which the Company paid the Placement Agent (i) a cash fee equal to 7.25% of the aggregate gross proceeds from the sale of the Securities in the Private Placement and (ii) reimbursement for certain of out-of-pocket expenses, including for reasonable expenses and legal fees of $50,000. In addition, the Company issued to the Placement Agent or its designees warrants (the “Placement Agent Warrants”) to purchase up to an aggregate of 29,155 shares of common stock (7.0% of the common stock sold in the Private Placement). The Placement Agent Warrants have substantially the same terms as the Warrants except the Placement Agent Warrants will have an exercise price equal to $42.00 per share (125% of the exercise price of the Warrants). The Placement Agent Warrants were exercisable six months from the date of issuance and expire on the fourth anniversary of the issuance date.

November 2024 Public Offering

In November 2024, the Company entered into an underwriting agreement (the “Agreement”) with Titan Partners Group LLC, a division of American Capital Partners, LLC (“Titan”), relating to a firm commitment underwritten offering (the “November 2024 Offering”) of 181,685 shares (the “Shares”) of common stock of the Company, at a public offering price of $45.00 per share. The November 2024 Offering closed on November 25, 2024 (the “Closing Date”), resulting in gross proceeds to the Company of approximately $8.2 million, before deducting underwriting discounts, commissions and offering expenses.

Pursuant to the Agreement, as partial compensation for its services, the Company issued to Titan on the Closing Date, warrants (the “Underwriter Warrants”) to purchase an aggregate of 12,718 shares of common stock. The Underwriter Warrants were exercisable, in whole or in part, commencing on May 21, 2025 and expire on November 25, 2029, at an exercise price per share of $56.25.

Issuances of Common Stock and Warrants

During the years ended March 31, 2026 and 2025, the Company issued 333 and 1,000 shares of common stock to service providers, respectively, with fair values of approximately $10,700 and $50,500, respectively.

The following table sets forth changes in the number of common stock purchase warrants outstanding during fiscal 2026 (share amounts in thousands):

As of March 31, 2026, the Company had the following equity-classified warrants outstanding (share amounts in thousands):