3. Pre-Funded Warrants

On February 19, 2026, as part of the registered direct offering, the Company issued pre-funded warrants to purchase up to 1,025,654 shares of its common stock to a certain institutional investor at a price of $3.8999 per pre-funded warrant for gross proceeds of approximately $4.0 million. On May 28, 2026, as part of the Private Placement, the Company issued pre-funded warrants to purchase up to 150,000 shares of its common stock to a certain institutional investor at a price of $7.9999 per pre-funded warrant for gross proceeds of approximately $1.2 million. The pre-funded warrants have an exercise price of $0.0001 per share and may be exercised at any time after the original issuance date. A holder of a pre-funded warrant may not exercise such pre-funded warrant if the holder, together with its affiliates, would beneficially own more than 9.99% of the number of shares of the Company’s common stock outstanding immediately after giving effect to such exercise. As of June 30, 2026, the pre-funded warrants have not been exercised.

The Company classified the pre-funded warrants as a component of permanent equity in its condensed consolidated balance sheet as they are freestanding financial instruments that are immediately exercisable, do not embody an obligation for the Company to repurchase its own shares, cannot require cash settlement and permit the holder to receive a fixed number of shares of common stock upon exercise. All of the shares underlying the pre-funded warrants have been included in the weighted-average number of shares of common stock used to calculate net loss per share attributable to common stockholders because the shares may be issued for little or no consideration, are fully vested and are exercisable any time after the original issuance date of the pre-funded warrants.