12. Subsequent Events

On July 16, 2026, the Company entered into a loan arrangement with Junli He, the Chairman, Chief Executive Officer, and Director of the Company (the “Lender”), pursuant to which the Lender loaned the Company an amount of $200,000 as evidenced by a Bridge Note executed by the Company in favor of, and accepted by, the Lender (the “July Bridge Note”). The July Bridge Note accrues interest at an annual fixed rate of 8%, and the principal amount thereof will be due and payable in full, together with all accrued and unpaid interest thereon, on the earlier to occur of a) the closing date (or later date of capital being provided pertaining to such continued offering that the following threshold is tripped) of the Company’s next capital raise that includes gross proceeds of at least $5,000,000 or b) the maturity date, which is July 16, 2027. The July Bridge Note provides for optional conversion to equity at the discretion of the Lender. In the event the Company issues equity securities (including instruments or securities convertible into or exchangeable for such equity securities) in a transaction or series of related transactions resulting in aggregate gross proceeds to the Company at least equal to the original principal amount of the applicable Bridge Note, excluding the indebtedness evidenced by such Bridge Note (a “Qualified Financing”), on or before the applicable maturity date, the Lender may elect, by notice to the Company prior to the initial closing of the Qualified Financing (or the closing of any add-on thereto, as applicable), to convert the indebtedness evidenced by such Bridge Note into that number of equity securities of the Company equal to (x) the entire outstanding balance of such Bridge Note, including all principal and accrued and unpaid interest, divided by (y) the price per unit paid by the purchasers of such equity securities in the Qualified Financing. Accordingly, the conversion price is not a fixed price per share and will equal the price per unit paid by investors in the applicable Qualified Financing; the Bridge Notes do not provide for conversion at a discount to, or a premium over, such price. 

In July and August 2026, the Company received cash advances of approximately $0.4 million from a group of new and existing investors in connection with a private placement transaction expected to close in the third quarter of 2026. These funds remain the property of the respective investors and are being held in escrow by the Company pending the execution of a common stock purchase agreement, which is expected to occur in the third quarter of 2026.