NOTE 10. STOCKHOLDERS’ EQUITY

Common Stock

At June 30, 2026, the Company had 200 million shares of common stock, $0.0001 par value (“Common Stock”), authorized for issuance. Each share of Common Stock has the right to one vote. As of June 30, 2026, the Company had 9,816,431 shares of Common Stock outstanding. The Company has not declared or paid any dividends related to the Common Stock during the six months ended June 30, 2026 and 2025.

At The Market Offering

On May 16, 2024, the Company entered into an At The Market Offering Agreement (the “ATM Agreement”) with H.C. Wainwright & Co., LLC, as sales agent (“Wainwright”), to its Common Stock, through an “at the market offering” program under which Wainwright will act as sales agent. The sales, if any, of the Common Stock made under the ATM Agreement will be made by any method permitted by law deemed to be an “at the market offering” as defined in Rule 415 promulgated under the Securities Act of 1933, as amended (the “Securities Act”), including sales made directly on or through the Nasdaq Capital Market or on any other existing trading market for the Company’s Common Stock. The Company will pay Wainwright a commission rate equal to 3.0% of the aggregate gross proceeds from each sale of Common Stock and will also reimburse Wainwright for certain specified expenses in connection with entering into the ATM Agreement, including certain fees and out-of-pocket expenses of its legal counsel.

On June 26, 2026, the Company increased the amount available for sale under the ATM Agreement, up to an additional aggregate offering price of $15,000,000 of Shares. No shares of common stock were sold under the ATM during the six months

end June 30, 2026.

Private Offering

On January 23, 2026, the Company entered into a securities purchase agreement (the “2026 PIPE Purchase Agreement”) with certain institutional and accredited investors (the “2026 PIPE Investors”) for the issuance and sale in a private placement (the “2026 Private Placement”) of (i) 454,546 shares of the Company’s Common Stock, (ii) pre-funded warrants (“2026 PIPE Pre-Funded Warrants”) to purchase up to 1,363,636 shares of Common Stock, at an exercise price of $0.0001 per share, (iii) Series A warrants (the “2026 Series A Warrants”) to purchase up to 1,818,182 shares of Common Stock at an exercise price of $5.50 per share, and (iv) Series B warrants (the “2026 Series B Warrants” and, together with the 2026 Series A Warrants, the “2026 PIPE Warrants”) to purchase up to 909,091 shares of Common Stock at an exercise price of $5.50 per share. The purchase price per share of common stock and accompanying 2026 PIPE Warrants was $5.50 and the purchase price per 2026 PIPE Pre-Funded Warrant and accompanying 2026 PIPE Warrants was $5.4999.

The 2026 PIPE Warrants have an exercise price of $5.50 per share and are exercisable immediately upon issuance. The 2026 PIPE Series A Warrants have a term of exercise equal to five (5) years following the effective date of a registration statement and the 2026 PIPE Series B Warrants have a term of exercise equal to eighteen (18) months following the effective date of a registration statement.

The 2026 PIPE Pre-Funded Warrants are exercisable immediately, may be exercised at any time until all of the 2026 PIPE Pre-Funded Warrants are exercised in full, and have an exercise price of $0.0001 per share.

A holder of the 2026 PIPE Pre-Funded Warrants and 2026 PIPE Warrants may not exercise any portion of such holder’s 2026 PIPE Pre-Funded Warrants or 2026 PIPE Warrants if, together with its affiliates, would beneficially own more than 4.99% (or, at the election of the holder, 9.99%) of the Company’s outstanding shares of Common Stock immediately after exercise, except that upon at least 61 days’ prior notice from the holder to the Company, the holder may increase the beneficial ownership limitation to up to 9.99% of the number of shares of Common Stock outstanding immediately after giving effect to the exercise.

In connection with the 2026 Private Placement, the Company entered into a registration rights agreement (the “2026 Registration Rights Agreement”), dated as of January 23, 2026, with the 2026 PIPE Investors, pursuant to which the Company agreed to prepare and file a registration statement with the SEC registering the resale of the shares of common stock and the shares of common stock underlying the 2026 PIPE Pre-Funded Warrants and 2026 PIPE Warrants no later than fifteen (15) days after the date of the 2026 PIPE Registration Rights Agreement (the “2026 PIPE Registration Statement”), and to use its best efforts to have the 2026 PIPE Registration Statement declared effective as promptly as practical thereafter, and in any event no later than forty five (45) days following the date of the Registration Rights Agreement (or seventy five (75) days following the date of the 2026 PIPE Registration Rights Agreement in the event of a “full review” by the SEC). The 2026 PIPE Registration Statement was declared effective on February 11, 2026.

Additionally, pursuant to the amended engagement agreement, the Company agreed to pay the Placement Agent in connection with the 2026 Private Placement (i) a cash fee equal to 7.0% of the aggregate gross proceeds received in the Private Placement, and (ii) reimbursement of up to $85,000 for legal fees and expenses, and out of pocket expenses and non-accountable expenses. Also pursuant to the Engagement Agreement, the Company, in connection with the 2026 Private Placement, agreed to issue to the Placement Agent or its designees warrants (the “2026 Placement Agent Warrants”) to purchase up to an aggregate of 127,272 shares of Common Stock (the “2026 Placement Agent Warrant Shares”). The 2026 Placement Agent Warrants have an exercise price of $6.875 per share (which represents 125% of the combined 2026 Private Placement offering price), expire five (5) years following the effective date of a registration statement and became exercisable upon issuance.

In addition, upon the exercise for cash of any privately-placed, unregistered warrants issued to investors in an offering, which includes the 2026 Private Placement, the Company has agreed to, within five (5) business days of the Company’s receipt of the exercise price, (i) pay the Placement Agent a cash fee equal to 7.0% of the aggregate exercise price paid in cash and (ii) issue to Placement Agent (or its designees), warrants to purchase that number of shares of common stock of the Company equal to 7.0% of the aggregate number of such shares of common stock underlying such warrants that have been so exercised, and such Placement Agent warrants will be in the same form and terms as the warrants issued to the Placement Agent originally issued in the applicable Offering.

Pursuant to the Purchase Agreement, the Company agreed not to issue any shares of common stock or common stock equivalents or to file any other registration statement with the SEC (in each case, subject to certain exceptions, including an exception for the sale and issuance of shares of common stock pursuant to an at-the-market offering with the Placement Agent as sales agent at a price per share greater than or equal to $7.00, subject to adjustments (the “ATM Exception”)) until thirty (30) days after the effective date of a registration statement. The Company has also agreed not to effect or agree to effect any

Variable Rate Transaction (as defined in the Purchase Agreement) until one (1) year after the effective date of the Registration Statement (subject to certain exceptions, including the ATM Exception).

The $10.0 million was allocated between the Common Stock or Pre-Funded Warrants and Common Stock Warrants purchased based on the relative fair value of these instruments. The fair value of the Common Stocks or Pre-Funded Warrants was determined using the closing price of the stock at close of the Offering (Level 1 on the fair value hierarchy) and the fair value of the Warrants was determined using the Black Scholes model using the following inputs (Level 2 on the fair value hierarchy):

Preferred Stock

At June 30, 2026, the Company had 25 million shares of preferred stock, $0.0001 par value, authorized for issuance. Preferred stock may be issued in classes or series. Designations, powers, preferences, rights, qualifications, limitations and restrictions are determined by the Company’s Board of Directors.

Warrants

As of June 30, 2026, there were approximately 2,972,000 outstanding warrants with exercise prices between $2.000 and $74,086 per share.

Series A Preferred Stock

Refer to Note 8 for information on Series A Preferred Stock.

Series 1C Preferred Stock

Refer to Note 9 for information on Series 1C Preferred Stock.