NOTE 12 – SUBSEQUENT EVENTS

On July 29, 2026, the Company entered into a securities purchase agreement with certain institutional investors and its Chief Executive Officer and Chief Financial Officer for the private placement of (i) 167,011 shares of common stock, (ii) pre-funded warrants to purchase 1,638,835 shares of common stock and (iii) Series A and Series B warrants, each to purchase 1,805,846 shares of common stock. Each share or pre-funded warrant was sold with one Series A warrant and one Series B warrant at a combined price of $5.66 per share for institutional investors, $5.76 per share for participating officers and $5.6599 per pre-funded warrant. The private placement closed on July 31, 2026, resulting in gross proceeds of approximately $10.2 million and net proceeds of approximately $9.2 million after approximately $0.7 million of placement agent fees and $0.3 million of other offering expenses. The officers purchased an aggregate 39,062 shares and accompanying warrants for approximately $0.2 million, which participation was approved by the Audit Committee.

The pre-funded warrants are immediately exercisable at $0.0001 per share and expire when exercised in full. The Series A and Series B warrants are immediately exercisable at $5.51 per share. Subject to the applicable registration provisions, the Series A warrants expire on the earlier of the first anniversary of issuance and 45 days following FDA approval of the Company’s pending premarket approval supplement for LungFit PH II, and the Series B warrants expire five years after issuance.