NOTE 4 – STOCKHOLDERS’ EQUITY

Warrant Exercise Inducement Transactions

March 2025

On March 6, 2025, the Company entered into warrant exercise inducement agreements with holders of existing warrants for the exercise of outstanding warrants to purchase an aggregate of 837,104 shares of common stock of the Company originally issued in October 2024 at the exercise price of $4.42 per share, in exchange for the issuance of new warrants. The aggregate gross proceeds from the exercise of the existing warrants was $3.7 million, before deducting financial advisory fees. The new warrants were exercisable for an aggregate of up to 1,674,208 shares of common stock, at an exercise price of $3.75 per share, for a period of five years following shareholder approval of the exercise price of the warrants that occurred on May 5, 2025. As the new warrants were considered offering costs, the Company has recorded both an increase and decrease to additional paid-in capital of approximately $3.9 million representing the difference between the fair market value of the existing warrants and new warrants on the date of the transaction. There was no net impact on total equity as a result.

Roth Capital Partners, LLC (“Roth”) acted as the Company’s financial advisor in connection with the transaction described above. Pursuant to a financial advisory agreement with Roth, the Company (i) paid Roth a financial advisory fee equal to 8% of the aggregate gross proceeds received from the exercise of the Existing Warrants, (ii) reimbursed Roth $40,000 for its legal expenses and (iii) issued Roth a warrant (the “Advisor Warrant”) to purchase 125,566 shares of common stock (being equal to 5.0% of the aggregate number of shares of common stock issuable upon exercise of the Existing Warrants and the Inducement Warrants). The Advisor Warrant has the same terms as the Inducement Warrants.

October 2025

On October 29, 2025, the Company entered into warrant exercise inducement agreements with holders of existing warrants for the exercise of outstanding warrants to purchase an aggregate of 1,116,136 shares of common stock of the Company originally issued in March 2025, at the exercise price of $3.75 per share, in exchange for the issuance of new warrants. The aggregate gross proceeds from the exercise of the existing warrants was approximately $4.2 million, before deducting financial advisory fees. The new warrants are exercisable for an aggregate of up to 2,790,340 shares of common stock, at an exercise price of $2.86 per share. The new warrants are exercisable for a period of five years following shareholder approval of the exercise of the warrants that occurred on December 26, 2025. In addition, in connection with this transaction, the Company agreed to (i) reduce the exercise price of certain warrants issued in May 2022 and December 2021 to $4.73 per share, and (ii) issue warrants to purchase up to 279,036 shares of common stock in the same form as the issued warrants, to an investor that consented to the transaction. As the new warrants were considered offering costs, the Company has recorded both an increase and decrease to additional paid-in capital of approximately $9.2 million representing the difference between the fair market value of the existing warrants and new warrants on the date of the transaction. There was no net impact on total equity as a result.

Roth acted as the Company’s financial advisor in connection with the transaction described above. Pursuant to a financial advisory agreement with Roth, the Company (i) paid Roth a financial advisory fee equal to 8% of the aggregate gross proceeds received from the exercise of the Existing Warrants, and (ii) reimbursed Roth $40,000 for its legal expenses.

June 2026

On June 30, 2026, the Company entered into warrant exercise inducement agreements with holders of existing warrants for the exercise of outstanding warrants to purchase an aggregate of 2,790,340 shares of common stock of the Company originally issued in October 2025, at the exercise price of $1.60 per share, in exchange for the Company’s agreement to reduce the exercise price of the existing warrants from $2.86 per share, and the issuance of new warrants. The aggregate gross proceeds from the exercise of the existing warrants was approximately $4.5 million, before deducting financial advisory fees. The new warrants are exercisable for an aggregate of up to 5,580,680 shares of common stock, at an exercise price of $1.60 per share. The new warrants are exercisable for a period of five years following shareholder approval of the exercise of the warrants. As part of the transaction, the Company has agreed to file a resale registration statement on Form S-3 with the SEC within thirty days of the closing to register the resale of the shares of common stock issuable upon exercise of the Inducement Warrants. As the new warrants were considered offering costs, the Company has recorded both an increase and decrease to additional paid-in capital of approximately $9.2 million representing the difference between the fair market value of the existing warrants and new warrants on the date of the transaction. There was no net impact on total equity as a result.

Roth acted as the Company’s financial advisor in connection with the transaction described above. Pursuant to a financial advisory agreement with Roth, the Company (i) paid Roth a financial advisory fee equal to 8% of the aggregate gross proceeds received from the exercise of the Existing Warrants, and (ii) reimbursed Roth $50,000 for its legal expenses that were paid in July 2026.

Share Repurchase Program

On June 12, 2023, the Company announced that its Board of Directors has approved a share repurchase program. The program authorizes the Company to repurchase up to $2 million of its shares of common stock, in the open market or through privately negotiated transactions, in accordance with applicable securities laws and other restrictions. The manner, timing and amount of any purchase will be based on an evaluation of market conditions, the Company’s stock price and other factors. The program has no termination date, may be suspended or discontinued at any time, and does not obligate the Company to acquire any particular number of shares of common stock.

The Company did not repurchase any shares under this program during the six-months ended June 30, 2026, the Company repurchased 5,000 shares under the program during the six-months ended June 30, 2025.

Warrants

In connection with our March 6, 2025 warrant exercise inducement transaction, we issued warrants to purchase 1,799,774 shares of common stock at a price of $3.75 per share. The warrants were issued in connection with an offering and thus were deemed to be a cost of the offering.

Assumptions used in calculating the fair value of the warrants issued on March 6, 2025 were as follows:

In connection with our October 29, 2025 warrant exercise inducement transaction, we issued warrants to purchase 3,069,416 shares of common stock at a price of $2.86 per share. The warrants were issued in connection with an offering and thus were deemed to be a cost of the offering.

Assumptions used in calculating the fair value of the warrants issued on October 29, 2025 were as follows:

In connection with our June 30, 2026 warrant exercise inducement transaction, we issued warrants to purchase 5,580,680 shares of common stock at a price of $1.60 per share. The warrants were issued in connection with an offering and thus were deemed to be a cost of the offering.

Assumptions used in calculating the fair value of the warrants issued on June 30, 2026 were as follows:

As of June 30, 2026, and 2025, warrants to purchase 8,888,256 and 4,147,478 shares of common stock were outstanding respectively.

Warrant activity, for the six-months ended June 30, 2026 consists of the following: