5. Stockholders’ Equity

Authorized Shares

On May 28, 2026, the Company's stockholders approved an amendment to the Company's Amended and Restated Certificate of Incorporation to increase the number of authorized shares of common stock from 200,000,000 shares to 400,000,000 shares.

March 2026 Purchase Agreement

On March 11, 2026, the Company entered into a Securities Purchase Agreement (the March 2026 Purchase Agreement) with an institutional and accredited investor (the March Investor). At the closing on March 13, 2026, the Company issued and sold 1,179,508 shares of the Company’s common stock for a purchase price of $1.854 per share and a pre-funded warrant to purchase up to 17,698,593 shares of common stock at a purchase price of $1.8539 per pre-funded warrant, with an exercise price of $0.0001 per warrant share, in each case to the March Investor for gross proceeds of approximately $35.0 million. Net proceeds from the March 2026 Private Placement were $34.8 million, after deducting offering expenses of $0.2 million.

The pre-funded warrant has an exercise price of $0.0001 per warrant share, subject to customary adjustments, and is exercisable at any time and will not expire until exercised in full. The pre-funded warrant will also be exercisable on a net exercise “cashless”

basis. The pre-funded warrant may not be exercised if the aggregate number of shares of common stock beneficially owned by the holder thereof immediately following such exercise would exceed a specified beneficial ownership limitation, not to exceed 19.99%.

In connection with the issuance and sale of the shares and pre-funded warrant, the Company granted the March Investor customary registration rights pursuant to the Registration Rights Agreement dated March 13, 2026. On April 7, 2026, the Company filed a registration statement on Form S-3 (File No. 333-294919) for the resale for both the common stock and the shares of common stock issuable upon the exercise of the pre-funded warrant that was issued at the closing, and it was declared effective on April 16, 2026.

The Company assessed the pre-funded warrant issued for the purchase of up to 17,698,593 shares of common stock and determined that it does not require liability classification pursuant to ASC 480. The pre-funded warrant does not have any net cash settlement provisions that would preclude equity classification under ASC 815-40. Accordingly, the pre-funded warrant was recorded to additional paid-in capital in the condensed consolidated balance sheet. As of June 30, 2026 and through the date of the filing of this Quarterly Report on Form 10-Q, the pre-funded warrant has not been exercised.

August 2025 Purchase Agreement

On August 10, 2025, the Company entered into a Securities Purchase Agreement (the August 2025 Purchase Agreement) with certain institutional and accredited investors (the Investors), pursuant to which the Company agreed to sell and issue shares (Shares) of the Company’s common stock and pre-funded warrants to purchase shares of common stock (Warrant Shares), in up to two closings in a private placement transaction (the August 2025 Private Placement).

The initial closing of the Private Placement occurred on August 12, 2025, (the Initial Closing). At the Initial Closing, the Company issued and sold 21,814,874 Shares at a purchase price of $0.57 per share (the Share Price) and pre-funded warrants to purchase up to 30,816,705 Warrant Shares at a purchase price of $0.5699 per Warrant Share (the Warrant Price) to the Investors for gross proceeds to the Company of approximately $30.0 million. Net proceeds from the August 2025 Private Placement were $27.9 million, after deducting placement agent fees and offering expenses totaling $2.1 million.

Pursuant to the August 2025 Purchase Agreement, subject to the occurrence of the Milestone Closing Trigger (defined below), the Investors have agreed to purchase at a closing (the Milestone Closing) up to 35,087,717 Shares or pre-funded warrants in lieu thereof at a purchase price per Share and pre-funded warrant equal to the Share Price and the Warrant Price, respectively, for gross proceeds to the Company of up to approximately $20.0 million. The Milestone Closing trigger means: (A) the achievement of either of the following prior to the five-year anniversary of the date of the Purchase Agreement (i) the clearance of an investigational new drug application for EQ504 or (ii) the dosing of the first patient in a single ascending dose or a multiple ascending dose trial of EQ504 in Australia or New Zealand (the first such event to occur, the Milestone Event), and (B) (x) the achievement of a volume weighted average price per share of $2.50 (subject to appropriate, proportional adjustment for any stock splits or combinations of the common stock occurring after the date of the Purchase Agreement) measured during any 10 consecutive trading days during the 30 trading days following the date the Company first announces via a press release or Current Report on Form 8-K the occurrence of the Milestone Event (such period the Measurement Period and such price threshold requirement, the Price Threshold), or (y) the Company’s receipt of a waiver of the Price Threshold signed by the Investors who hold a majority of the securities issued in the Private Placement (determined as if all of the Warrant Shares underlying pre-funded warrants then outstanding have been issued without regard to any limitations on the exercise of such pre-funded warrants) and delivered to the Company during the Measurement Period (the achievement or occurrence of (A) and (B) are collectively, the Milestone Closing Trigger). In the event the Milestone Closing Trigger occurs as a result of a Price Threshold Waiver, only the waiving Investors will be obligated to purchase Shares or pre-funded warrants at the Milestone Closing.

The pre-funded warrants have an exercise price of $0.0001 per Warrant Share, subject to customary adjustments, and are exercisable at any time and will not expire until exercised in full. The pre-funded warrants will also be exercisable on a net exercise “cashless” basis. The pre-funded warrants may not be exercised if the aggregate number of shares of common stock beneficially owned by the holder thereof immediately following such exercise would exceed a specified beneficial ownership limitation, not to exceed 19.99%.

In connection with the issuance and sale of the shares and pre-funded warrants, the Company granted the Investors customary registration rights pursuant to the Registration Rights Agreement dated August 12, 2025. On September 9, 2025, the Company filed a registration statement on Form S-3 (File No. 333-290138) for the resale of the Shares as well as the Warrant Shares that were issued at the Initial Closing, and it was declared effective on September 18, 2025.

The Company assessed the 30,816,705 pre-funded warrants issued at the Initial Closing and the 35,087,717 Shares or pre-funded warrants in lieu thereof to be issued at the Milestone Closing subject to the occurrence of the Milestone Closing Trigger and determined that they do not require liability classification pursuant to ASC 480. The pre-funded warrants at the Initial Closing and the Shares or pre-funded warrants contingent to be issued at the Milestone Closing do not have any net cash settlement provisions that would preclude equity classification under ASC 815-40. Accordingly, the pre-funded warrants were recorded to additional paid-in capital in the consolidated balance sheet. As of June 30, 2026 and through the date of the filing of this Quarterly Report on Form 10-Q, the pre-funded warrants issued at the Initial Closing have not been exercised.

2023 ATM Facility

In October 2023, the Company entered into an at-the-market facility with Jefferies LLC (Jefferies) under which the Company may offer and sell shares of its common stock having an aggregate offering price of up to $21.95 million from time to time through Jefferies acting as the Company's sales agent (the 2023 ATM Facility). On August 3, 2025, the Company entered into Amendment No. 1 to the 2023 ATM Facility pursuant to which Jefferies was replaced by LifeSci Capital LLC as the sales agent under the 2023 ATM Facility. On September 19, 2025, the Company filed a prospectus supplement with the SEC under which the Company may offer and sell shares of its common stock having an aggregate offering price of up to $75.0 million, pursuant to the 2023 ATM Facility, as amended.

There were no sales under the 2023 ATM Facility for the three and six months ended June 30, 2026. During the three months ended June 30, 2025, there were no sales under the 2023 ATM Facility. During the six months ended June 30, 2025, the Company sold an aggregate of 109,410 shares of common stock under the 2023 ATM Facility for gross proceeds of approximately $55,000. Issuance costs related to the 2023 ATM Facility totaled $0.5 million through June 30, 2025.

Since June 30, 2026 and through the date of the filing of this Quarterly Report on Form 10-Q, there have been no sales of the Company's stock under the 2023 ATM Facility. The Company has $75.0 million available to sell under the 2023 ATM Facility.

Stock Options

At June 30, 2026, unamortized stock-based compensation expense for stock options was $13.9 million, with a weighted-average recognition period of 3.21 years.

Stock-Based Compensation Expense

Common Stock Reserved for Future Issuance