Note 6. Stockholders’ Equity

Common Stock

The Company is authorized to issue a total of 75,000,000 shares of common stock, par value of $0.001 per share, and 7,500,000 shares of preferred stock, par value $0.001 per share.

Holders of common stock are entitled to one vote for each share of common stock held of record for the election of the Company’s directors and all other matters requiring stockholder action. Holders of common stock will be entitled to receive such dividends, if any, as may be declared from time to time by the Company’s Board in its discretion out of funds legally available therefor.

June 2026 Warrant Issuance

On June 30, 2026, the Company entered into a securities purchase agreement (the “Purchase Agreement”) with an investor, pursuant to which the Company issued and sold, in a private placement priced at-the-market under the rules of the Nasdaq Stock Market (the “PIPE Transaction”), (i) pre-Funded Warrants (the “Pre-funded Warrants”) to purchase up to an aggregate of 960,000 shares of Common Stock, (ii) Series C-1 Common Stock warrants (the “Series C-1 Warrants”) to purchase up to an aggregate of 960,000 shares of Common Stock, and (iii) Series C-2 Common Stock warrants (the “Series C-2 Warrants” and, together with the Series C-1 Warrants, the “Common Warrants”) to purchase up to an aggregate of 960,000 shares of Common Stock, at a combined purchase price of $3.1249 per Pre-Funded Warrant and accompanying Common Warrants.

The Pre-Funded Warrants have an exercise price of $0.0001 per share, are exercisable immediately, and do not expire until exercised in full. The Series C-1 Warrants and Series C-2 Warrants each have an exercise price of $3.00 per share. The Series C-1 Warrants become exercisable upon stockholder approval of the issuance of the underlying shares and expire five years after the later of such approval date or the effective date of a resale registration statement covering the underlying shares. The Series C-2 Warrants are exercisable immediately upon issuance and expire 24 months after the “Effective Date”,” defined as the earliest of the effectiveness of the applicable resale registration statement, the availability of Rule 144 without volume or manner-of-sale restrictions, the one-year anniversary of the closing date (for non-affiliate holders), or the availability of an exemption under Section 4(a)(1) of the Securities Act without volume or manner-of-sale restrictions.  The Pre-funded Warrants and the Common Warrants were issued on June 30, 2026 and contain customary provisions for anti-dilution adjustments to the exercise price, including for stock splits and stock dividends, and provide for pro rata distributions.

On July 1, 2026, the Company received aggregate gross proceeds of approximately $3.0 million, before deducting placement agent fees and other offering expenses. As of June 30, 2026, the Company recorded a receivable of approximately $2.7 million, representing the net proceeds due from the issuance of warrants reflected on the accompanying balance sheet.

The Company utilized H.C. Wainwright & Co., LLC (“H.C.W.”) as exclusive placement agent for the PIPE Transaction and as partial compensation, the Company issued to designees of H.C.W. unregistered warrants (the “Placement Agent Warrants”) to purchase up to an aggregate of 62,400 shares of Common Stock, equal to 6.5% of the Pre-Funded Warrant Shares sold in the PIPE Transaction. The Placement Agent Warrants have substantially the same terms as the Series C-1 Warrants, except that they are immediately exercisable for a term of five years from the Effective Date and have an exercise price of $3.9063 per share.

The Pre-Funded Warrants, Common Warrants, and Placement Agent Warrants were classified as equity, and the related offering costs were recorded as a debit to additional paid-in capital.

All of the Company’s outstanding warrants contain customary provisions for adjustment to exercise for stock splits and stock dividends and provide for pro rata distributions.

April 2026 Warrant Inducement

On March 31, 2026, the Company entered into a warrant inducement letter agreement (the “Inducement Agreement”) with a holder of the Company’s warrants to purchase shares of the Company’s Common Stock, issued in a private placement offering that closed on November 4, 2024 (the “Existing Warrants”). Pursuant to the Inducement Agreement, the holder of the Existing Warrants agreed to exercise for cash the Existing Warrants to purchase up to an aggregate of 571,430 registered shares of Common Stock, at the adjusted exercise price of $4.50 per share, reduced from the initial exercise price of $16.50 per share.

In consideration of the holder’s agreement to exercise the Existing Warrants at the reduced exercise price per share in accordance with the Inducement Agreement, the Company issued to the holder new unregistered Series B-1 Common Stock warrants (the “Series B-1 Warrants”) to purchase 571,430 shares of common stock and new unregistered Series B-2 Common Stock warrants (the “Series B-2 Warrants” and together with the Series B-1 Warrants, the “New Warrants”) to purchase an aggregate of 571,430 shares of common stock, at an exercise price of $4.50 per share. The Series B-1 Warrants were immediately exercisable for a term of five years and the Series B-2 Warrants were immediately exercisable for a term of 18 months, each from the date that the Company’s registration statement registering for resale the shares of Common Stock issuable upon exercise of the New Warrants, which registration statement was declared effective by the SEC on April 29, 2026.  The New Warrants contain customary provisions for anti-dilution adjustments to the exercise price, including for stock splits, stock dividends, rights offerings, and pro rata distributions.

On April 1, 2026, the transactions contemplated by the Inducement Agreement closed and the Company received aggregate gross proceeds of approximately $2.6 million for the exercise of the Existing Warrants, before deducting placement agent fees and other expenses totaling $0.3 million.

The Company utilized an exclusive private placement agent for the transactions contemplated by the Inducement Agreement and issued to the private placement agent as partial compensation unregistered warrants to purchase up to 37,143 shares of common stock at an exercise price of $5.625 per share (the “Placement Agent Warrants”), recognized as a cost of issuing the shares of common stock pursuant to the Inducement Agreement. The Placement Agent Warrants were immediately exercisable, will expire five years after issuance and contain customary provisions for anti-dilution adjustments to the exercise price, including for stock splits, stock dividends, rights offerings, and pro rata distributions.  

The Series B-1 Warrants, Series B-2 Warrants, and Placement Agent Warrants were classified as equity, and the offering costs were recorded as a debit to additional paid-in capital.

All of the Company’s outstanding warrants provide that the holder thereof has the right to participate in distributions or dividends paid on the Company’s shares of common stock on an as-converted basis.

2025 Direct Registered Offering

On December 15, 2025, the Company entered into a securities purchase agreement with certain investors. The agreement provided for the sale and issuance by the Company of an aggregate of: (i) in a registered direct offering, 207,374 shares (the “2025 Shares”) of the Company’s common stock (the “2025 Common Stock”), and, (ii) in a concurrent private placement, unregistered warrants (the “2025 Common Warrants”) to purchase up to 414,748 shares of Common Stock (collectively, the “December 2025 Offering”).

The offering price was $10.85 per 2025 Share. The December 2025 Offering closed on December 16, 2025. The Company received gross proceeds of approximately $2.2 million.

The 2025 Common Warrants have an exercise price of $10.60 per share. The shares of common stock issuable upon the exercise of the 2025 Common Warrants are referred to as the “2025 Common Warrant Shares.” The 2025 Common Warrants are exercisable immediately upon issuance and will expire two years following the effective date of the registration statement registering the resale of the 2025 Common Warrant Shares. The registration statement on Form S-1 went effective on December 31, 2025.

H.C.W acted as the placement agent for the Company in connection with the December 2025 Offering, and as part of its compensation, the Company issued to designees of H.C.W. placement agent warrants (the “Placement Agent Warrants”) to purchase up to 13,479 shares of common stock at an exercise price of $13.5625. The Placement Agent Warrants expire on December 31, 2027, and contain customary provisions for anti-dilution adjustments to the exercise price, including for stock splits, stock dividends, rights offerings, and pro rata distributions.

The 2025 Common Warrants and Placement Agent Warrants were classified as equity, and the offering costs were recorded as a debit to additional paid-in capital.

ATM Facility

During the six months ended June 30, 2026, the Company sold 189,035 shares of its common stock through its at-the-market (ATM) facility with H.C.W. These sales were made at a weighted average price of $7.71 per share, resulting in total gross proceeds of $1,458,088 and net proceeds of $1,382,670. During the three months ended June 30, 2026, the Company sold 20,345 shares of its common stock through its ATM facility with H.C.W. These sales were made at a weighted average price of $4.50 per share resulting in total gross proceeds of $91,553 and net proceeds of $80,104.

Warrant Summary

The following table summarizes the total warrants outstanding at June 30, 2026, all of which are classified as equity: