As of June 30, 2026, the total number of shares of all classes of capital stock that the Company is authorized to issue is 1,100,000,000 shares, each with a par value of $0.0001 per share, consisting of (a) 1,000,000,000 shares of common stock (“Common Stock”) and (b) 100,000,000 shares of preferred stock (“Preferred Stock”). The number of authorized shares of any class may be increased or decreased (but not below the number of shares then outstanding) by the affirmative vote of the Company’s stockholders.

June 2026 Public Offering

On June 5, 2026, the Company entered into an Underwriting Agreement with Lucid Capital Markets, LLC pursuant to which the Company agreed to issue and sell 33,333,334 shares of its Common Stock at a public offering price of $1.65 per share. The offering closed on June 8, 2026. The shares were offered pursuant to the Company’s effective Registration Statement on Form S-1 (File No. 333-296413), which was declared effective by the SEC on June 4, 2026.

In connection with the offering, the Company granted the underwriter a 45-day option to purchase up to an additional 4,999,999 shares of Common Stock at a public offering price of $1.65 per share. On June 15, 2026, Lucid exercised the over-allotment option in full. On June 17, 2026, the Company closed its sale of an additional 4,999,999 shares of common stock in connection with the full exercise of the over-allotment option. 

As a result of the offering and the exercise of the over-allotment option, the Company issued an aggregate of 38,333,333 shares of Common Stock and received aggregate gross proceeds of approximately $63.25 million before underwriting discounts, commissions, and other offering costs. Net proceeds after deducting underwriting discounts, commissions and other offering-related expenses were $59.0 million. The net proceeds were recorded as an increase to stockholders’ equity. Offering costs directly attributable to the issuance of Common Stock were recorded as a reduction of additional paid-in capital in accordance with ASC 340-10-S99 and SAB Topic 5A.

The underwriting discount, reimbursed offering expenses, and the fair value of representative warrants issued to the underwriter were recorded as equity issuance costs and reflected as a reduction to additional paid-in capital. Because the Common Stock, over-allotment option, and representative warrants are equity-classified instruments, no portion of the proceeds or issuance costs was recorded outside of permanent equity.

In connection with the June 2026 underwritten public offering, the Company issued representative warrants to Lucid Capital Markets, LLC, the underwriter for the offering, and its designees, to purchase an aggregate of 1,533,333 shares of Common Stock. The warrants consist of warrants to purchase 1,333,333 shares of Common Stock issued in connection with the base offering and warrants to purchase 200,000 shares of Common Stock issued in connection with the full exercise of the underwriter’s over-allotment option.

The representative warrants are immediately exercisable, have an exercise price of $1.815 per share, and expire on June 5, 2031. The warrants contain customary anti-dilution adjustment provisions as well as certain provisions applicable upon the occurrence of fundamental transactions. The warrants also include cashless exercise provisions and beneficial ownership limitations.

Management evaluated the representative warrants under ASC 718, ASC 480 and ASC 815-40 and concluded that the warrants qualify for equity classification. The grant-date fair value of the warrants was recorded as an equity issuance cost with a corresponding increase to additional paid-in capital. Because the warrants are equity classified, they are not subsequently remeasured.

The grant-date fair value of the representative warrants of approximately $2.161 million was determined using a Black-Scholes option pricing model using the following assumptions:

In connection with the offering, the Company’s directors, executive officers, and certain stockholders entered into customary lock-up agreements restricting sales of Company securities for a period of 90 days following the closing of the offering, subject to customary exceptions.

Common Stock

Voting- Each share of Common Stock is entitled to one vote on each matter properly submitted to the stockholders on which holders of Common Stock are entitled to vote. Subject to the rights of any series of Preferred Stock, holders of Common Stock exclusively possess all voting power of the Company.

Dividends- Subject to applicable law and the rights of any outstanding series of Preferred Stock, holders of Common Stock are entitled to receive such dividends and other distributions (payable in cash, property, or capital stock) as may be declared by the Board of Directors from time to time, sharing equally on a per-share basis. No dividends have been declared or paid by the Company for any period presented.

Liquidation- Subject to the rights of any outstanding series of Preferred Stock, in the event of any voluntary or involuntary liquidation, dissolution, or winding up of the Company, holders of Common Stock are entitled to receive all remaining assets available for distribution to stockholders, ratably in proportion to shares held.

Holders of Common Stock have no preemptive rights, cumulative voting rights, or rights of redemption. Shares of Common Stock are not subject to any sinking fund provisions. All issued and outstanding shares of Common Stock are fully paid and non-assessable.

As of June 30, 2026, 75,979,466 shares of common stock were issued and outstanding, and no shares of preferred stock were issued and outstanding. The increase in outstanding shares compared to March 31, 2026 was attributable to the June 2026 underwritten public offering described above. As of December 31, 2025, no shares of common stock or preferred stock were issued or outstanding.

Preferred Stock

The Board of Directors is authorized to provide, out of the unissued shares of Preferred Stock, for one or more series of Preferred Stock and to establish from time to time the number of shares to be included in each such series and to fix the voting rights (if any), designations, powers, preferences, and relative, participating, optional, special, and other rights of each such series and any qualifications, limitations, and restrictions thereof.

The Board’s authority with respect to each series of Preferred Stock includes, without limitation, the authority to determine: (i) the number of shares constituting that series and the distinctive designation of that series; (ii) the dividend rate, whether dividends shall be cumulative and, if cumulative, the date from which dividends shall accumulate; (iii) whether that series shall have voting rights, in addition to the voting rights provided by law, and, if so, the terms of such voting rights; (iv) whether that series shall have conversion privileges and, if so, the terms and conditions of such conversion; (v) whether or not the shares of that series shall be redeemable and, if so, the terms and conditions of such redemption; (vi) whether that series shall have a sinking fund for the redemption or purchase of shares of that series and, if so, the terms and amount of such sinking fund; and (vii) the rights of the shares of that series in the event of the voluntary or involuntary liquidation, dissolution, or winding-up of the Company. Any series of Preferred Stock may be superior to, rank equally with, or be junior to any other series of Preferred Stock to the extent permitted by law.

Warrants

In connection with the Company’s June 2026 underwritten public offering, the Company issued representative warrants to the underwriter and its designees to purchase up to 1,533,333 shares of Common Stock.

The representative warrants have an exercise price of $1.815 per share, became exercisable upon issuance and expire in June 2031. The warrants are exercisable on a cash basis and contain customary provisions relating to adjustments for stock splits, stock dividends, recapitalizations and similar transactions.

The representative warrants are classified as equity instruments and are included in stockholders’ equity. Additional information regarding the issuance, valuation and accounting treatment of the representative warrants is included under “June 2026 Public Offering” above.

The following table summarizes warrant activity:

No representative warrants were exercised, forfeited, modified or expired during the six months ended June 30, 2026. All representative warrants outstanding at June 30, 2026 were exercisable.

2026 Equity Incentive Plan

In connection with the Business Combination, the Company adopted the 2026 Equity Incentive Plan (the “2026 Plan”), which authorizes the issuance of up to 7,526,299 shares of the Company’s Common Stock pursuant to equity-based awards. As of June 30, 2026, no awards had been granted under the 2026 Plan.