9. Equity

Abeyance Shares and Warrant Exchange

On June 29, 2026, the Company and MedTech Ceramics, LP (“MedTech”) finalized execution of a letter agreement providing for the disposition of 507,254 shares of common stock held in abeyance following the Company’s September 2025 warrant inducement transaction, and to cancel and replace an existing warrant held by MedTech. The Company and MedTech agreed that (i) the Company will promptly issue to MedTech 255,267 shares of common stock from abeyance for no additional consideration, as the applicable consideration was previously paid; (ii) the remaining 251,987 abeyance shares will be replaced by a pre-funded common stock purchase warrant covering the same number of shares, also for no additional consideration; and (iii) MedTech’s existing September 2025 warrant to purchase 760,881 shares will be cancelled and replaced with a new common stock purchase warrant to purchase 1,268,135 shares at $2.14 per share. In accordance with ASC 815, the transaction was entered into with an existing shareholder, therefore, the Company presented the transaction as a deemed dividend as it did not affect net income (loss). The Company estimated the fair value of each warrant on the issuance date using the Black-Scholes-Merton valuation model. The incremental fair value of the new warrants compared to the cancelled warrants was $0.9 million, which is presented as a deemed dividend on the condensed consolidated statements of operations and the condensed consolidated statements of stockholders’ equity (during the three months ended June 30, 2026).

2026 Capital Raise and Registration of Shares

On June 2, 2026, the Company entered into Securities Purchase Agreements (the “2026 Purchase Agreement”) with certain accredited investors pursuant to which the Company agreed to sell in a private placement an aggregate of 1,882,845 units at a purchase price of $2.39 per unit for aggregate gross proceeds of approximately $4.5 million, before deducting fees and offering expenses. Certain fees were paid in shares of common stock and warrants issued by the Company. Each unit consisted of: one share of the Company’s common stock, par value $0.01 per share; one Class A Common Stock Purchase Warrant (the “Class A Warrant”); and one Class B Common Stock Purchase Warrant (the “Class B Warrant”). At the closing of the offering, the Company issued Class A Warrants to purchase an aggregate of 1,882,845 shares of common stock. The Class A Warrants are immediately exercisable and have an exercise price equal to $2.14 per share, subject to adjustment as provided therein, and expire on the fifth anniversary of its issuance. At the closing of the offering, the Company issued Class B Warrants to purchase an aggregate of 1,882,845 shares of Common Stock. The Class B Warrants are immediately exercisable, have an exercise price of $2.14 per share, subject to adjustment as provided therein, and expire on the second anniversary of the initial exercise date. In addition, upon the occurrence of specified revenue milestones, the Company may require holders to exercise all or a portion of their then-outstanding Class B Warrants. Specifically, if the Company reports quarterly revenue of at least $2.0 million in a fiscal quarter, as evidenced in a Quarterly Report on Form 10-Q, Annual Report on Form 10-K, or certain Current Reports on Form 8-K, the Company may deliver a notice requiring the holder to exercise all or a specified portion of the outstanding Class B Warrants within five business days. Any portion of the called warrants not timely exercised would automatically expire without consideration, subject to the warrant’s beneficial ownership limitations. Additionally, the Company issued 78,213 shares in the form of restricted stock and 92,573 common stock purchase warrants, as part of its agent fees. The Company filed a Registration Statement on Form S-3 registering the resale of the above-mentioned securities, which was declared effective by the SEC on June 30, 2026.

2025 ATM Agreement

On October 3, 2025, the Company entered into an At The Market Offering Agreement (the “2025 ATM Agreement”) with H.C. Wainwright & Co., LLC, as sales agent (“Wainwright”), to sell shares of its common stock, par value $0.01 per share (the “2025 ATM Shares”) from time to time, through an “at the market offering” program under which Wainwright will act as sales agent. The sales, if any, of the 2025 ATM Shares made under the 2025 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, including, without limitation, sales made directly on or through the Nasdaq Capital Market or on any other existing trading market for the Company’s common stock. The 2025 ATM Shares will be issued pursuant to the Company’s shelf registration statement on Form S-3 (File No. 333-274951) initially filed by the Company with the SEC on October 12, 2023, and declared effective by the SEC on November 27, 2023, and related prospectus supplements to be prepared and filed pursuant to Rule 424(b) from time to time in connection with the offer and sale of the Shares. A prospectus supplement, dated October 3, 2025, covering the offer and sale of the 2025 ATM Shares having an aggregate offering price of $6,413,876 was filed with the SEC. As of June 30, 2026, 432,843 shares have been sold under the 2025 ATM Agreement for gross proceeds of $1.3 million, and there is $5.1 million capacity remaining under the 2025 ATM Agreement.

2025 Warrant Inducement

On September 8, 2025, the Company entered into an inducement agreement (the “Inducement Letter”) with certain holders of the Company’s outstanding common stock purchase warrants. Pursuant to the Inducement Letter, the holders agreed to exercise for cash existing warrants to purchase an aggregate of 1,099,431 shares of the Company’s common stock at an exercise price of $3.32 per share in consideration of the Company’s agreement to issue new common stock purchase warrants to purchase up to an aggregate of 1,649,147 shares of the Company’s common stock at an exercise price of $4.79 per share. The warrant holders paid $0.125 per new warrant as consideration for the issuance of the new warrants. The Company received aggregate gross proceeds of approximately $3.8 million from the exercise of the existing warrants, before deducting placement agent fees and other offering expenses payable by the Company.

The Company estimated the fair value of each warrant on the issuance date using the Black-Scholes-Merton valuation model. The aggregate fair value of the new warrants issued as part of the inducement was $6.7 million, which is presented as a deemed dividend on the condensed consolidated statements of operations and the condensed consolidated statements of stockholders’ equity (during the three months ended September 30, 2025).

2025 Capital Raise and Registration of Shares

On February 20, 2025, the Company entered into a Securities Purchase Agreement (the “2025 Purchase Agreement”) under which it sold securities to certain institutional and accredited investors for aggregate gross proceeds of $5.0 million, before deducting fees to the placement agent and other expenses payable by the Company in connection with the private placement. In the transaction, the Company issued (i) 1,171,189 shares of the Company’s common stock, (ii) pre-funded warrants to purchase 278,098 shares of common stock (the “Pre-Funded Warrants”) with an exercise price of $0.0001 per share, and (iii) warrants to purchase 1,449,287 shares of common stock (the “Common Warrants”) with an exercise price of $3.32 per share. The purchase price per share of common stock and the associated Common Warrant was $3.45 and the purchase price per Pre-Funded Warrant and associated Common Warrant was $3.4499. The Common Warrants were exercisable immediately and expire five and one-half years from issuance. The Pre-Funded Warrants were exercisable immediately and remain outstanding until exercised in full. The Company filed a Registration Statement on Form S-3 registering the resale of the above-mentioned securities, which was declared effective by the SEC on March 27, 2025.