8. Convertible Preferred Stock, Common Stock and Stockholders’ Equity

Preferred Stock

Pursuant to the Second Amended and Restated Certificate of Incorporation filed on September 19, 2023 (“the Amended Articles”), the Company is authorized to issue a total of 1,000,000 shares of preferred stock, par value $0.0001 per share. As of June 30, 2026 and December 31, 2025, there were no shares of preferred stock outstanding.

Common Stock

Pursuant to the Amended Articles, the Company is authorized to issue 330,000,000 shares of common stock, par value $0.0001 per share, of which 312,000,000 shares are designated as Voting Common Stock (“Common Stock”) and 18,000,000 are designated as Non-Voting Common Stock (the “Non-Voting Common Stock”). As of June 30, 2026 and December 31, 2025, there were 2,082,648 and 451,076 shares of common stock issued and outstanding, respectively, and 9,375 shares of non-voting common stock outstanding as of both June 30, 2026 and December 31, 2025. Since inception to date, no dividends have been declared or paid. Issuance costs related to common stock issuances during all periods presented were immaterial.

As of June 30, 2026 and December 31, 2025, common stock reserved for future issuance consisted of the following:

 Schedule of Common Stock Reserved 

Nova Cell Investment

On July 26, 2024, the Board of Directors of the Company acknowledged a strategic investment of approximately $2.0 million by an accredited investor, a related-party, (the “Investor”) into Nova Cell, a subsidiary of the Company, in exchange for the issuance of 7,500,000 shares of Nova Cell’s common stock to the Investor, representing 25% of Nova Cell’s fully-diluted capitalization. Nova Cell’s common stock was not adjusted when the Company effected its 2025 Reverse Stock Split or 2026 Reverse Stock Split.

On October 27, 2025, the Company entered into a Stock Repurchase Agreement (the “SRA”) and Material Purchase Agreement (the “MPA” and together with the SRA the “Agreements”), with Nova Cell. In accordance with the Agreements, the Company sold and transferred all 22,500,000 of its shares of common stock in Nova Cell (the “Repurchased Shares”), representing an ownership interest of 75%, back to Nova Cell, for a purchase price of $6.0 million (the “Purchase Price”). The Purchase Price for the Repurchased Shares was or shall be satisfied (i) in part by cancellation of indebtedness under the September 17, 2024, promissory note, net of specified offsets (including a $50 thousand cash offset), resulting in an Indebtedness Cancellation Amount of $1.2 million, and (ii) the balance, by Deferred Consideration of $4.8 million payable after closing, as more fully described in the SRA. As of June 30, 2026, no Deferred Consideration has been recognized, and the full amount remains constrained until underlying uncertainties are resolved. After the Deferred Consideration is fully satisfied, the SRA also provides for an ongoing royalty at a fixed percentage of Covered Gross Revenue attributable to or derivative of the materials listed on Schedule A to the MPA, ending on the tenth anniversary of Nova Cell’s first product sale. Furthermore, as part of the Agreements, the Company sold and transferred certain materials to Nova Cell as listed on Schedule 1 to the MPA. Following the closing of the Agreements, Nova Cell is no longer a subsidiary of the Company.

At the Market Offering

On October 11, 2024, the Company entered into an At the Market Offering Agreement with Ladenburg Thalmann & Co. Inc. (“Ladenburg”), under which the Company may, from time to time, in its sole discretion, issue and sell through Ladenburg, acting as agent or principal, shares of the Company’s common stock, par value $0.0001 per share, initially having an aggregate offering price of up to $5.1 million. Pursuant to the Sales Agreement, Ladenburg may sell the Shares by any method permitted by law deemed to be an “at the market” offering as defined in Rule 415 under the Securities Act of 1933, as amended (the “Securities Act”). Ladenburg will use commercially reasonable efforts consistent with its normal trading and sales practices to sell the Shares from time to time, based upon instructions from the Company (including any price or size limits or other customary parameters or conditions the Company may impose).

The Company agreed to pay Ladenburg a cash commission of 3.0% of the aggregate gross sales proceeds of shares sold through Ladenburg under the Sales Agreement. The Company also agreed to reimburse Ladenburg for certain specified expenses, including the fees and disbursements of its counsel, in an amount not to exceed $50,000, in addition to certain ongoing disbursements of its legal counsel up to $7,500 in connection with diligence bring downs.

Under the terms of the Sales Agreement, the Company may also sell shares to Ladenburg as principal for its own account at prices agreed upon at the time of sale. If the Company sells shares to Ladenburg as principal, it will enter into a separate terms agreement with Ladenburg in substantially the form attached to the Sales Agreement. The Company is not obligated to sell any shares under the Sales Agreement. The offering of the shares pursuant to the Sales Agreement may be terminated by either the Company or Ladenburg, as permitted therein.

On February 4, 2025, the Company increased the maximum aggregate offering amount of the shares of the Company’s common stock, par value $0.0001 per share, issuable under the Sales Agreement from $5.1 million to $11.2 million by filing a prospectus supplement under the Sales Agreement for an aggregate of $6.1 million. During the six months ended June 30, 2026, the Company sold 875,656 shares of common stock for gross proceeds of approximately $2.3 million under the Sales Agreement.

January 2025 Confidentially Marketed Public Offering (CMPO)

On January 9, 2025, the Company entered into a placement agency agreement with Ladenburg acting as the “Placement Agent,” pursuant to which the Company issued and sold in a public offering 26,042 shares of the Company’s common stock, par value $0.0001 per share, at a purchase price of $163.20 per share. The gross proceeds from the offering, which closed on January 10, 2025, were approximately $4.3 million, before deducting placement agent fees and other offering expenses payable by the Company and excluding the net proceeds, if any, from the exercise of the Placement Agent Warrants.

The shares of common stock were offered by the Company pursuant to a shelf registration statement on Form S-3 (File No. 333-282456), which was declared effective by the SEC on October 10, 2024.

The Company issued the Placement Agent common stock warrants to purchase up to 1,303 shares of common stock. See further warrant details below.

March 2025 Registered Direct Offering and Concurrent Private Placement

On March 28, 2025, the Company entered into a Securities Purchase Agreement with a single institutional investor, pursuant to which the Company agreed to issue to the Purchaser, (i) in a registered direct offering, 17,318 shares of the Company’s common stock (the “Shares”), par value $0.0001 per share, at a purchase price of $124.80 per Share, (ii) pre-funded warrants (“PFW”) to purchase up to an aggregate of 14,209 shares of Common Stock at a purchase price of $124.61 per Pre-funded Warrant and an exercise price of $0.001 per share (the “Pre-funded Warrant Shares” or the “PFW Shares”) and (iii) in a concurrent private placement, Series G common stock purchase warrants to purchase up to 31,527 shares of common stock (the “Series G Warrants” or the “Common Warrants”). Such registered direct offering and concurrent private placement are referred to herein as the “March Registered Direct Offering and Concurrent Private Placement.”

The Shares, the PFW, and the PFW Shares were offered by the Company pursuant to a shelf registration statement on Form S-3 (File No. 333-284229), which was declared effective by the SEC on February 7, 2025. The Series G Warrants were issued in a concurrent private placement and without registration under the Securities Act, and in reliance on the exemption provided in Section 4(a)(2) under the Securities Act and Regulation D promulgated thereunder.

The Company issued Ladenburg, acting as the “Placement Agent”, common stock warrants to purchase up to 1,577 shares of common stock. See further warrant details below.

July 2025 Warrant Inducement Offer

On July 9, 2025, the Company entered into an inducement offer letter agreement (the “July Warrant Inducement Offer”) with seven holders of the Company’s existing Series A warrants, Series B-1 warrants, Series C-1 warrants, Series D warrants, Series E warrants, and Series F warrants (together the “Existing Warrants”). Pursuant to the July Warrant Inducement Offer, such warrant holders immediately exercised some, or all, of their respective outstanding Existing Warrants to purchase an aggregate of 34,353 shares of the Company’s common stock, at a reduced exercise price of $134.40, for total gross proceeds of approximately $4.6 million, prior to deducting placement agent fees and offering expenses. Ladenburg acted as the “Placement Agent” in the July Warrant Inducement Offer.

In consideration for the immediate exercise of some or all of the Existing Warrants for cash, the Company issued unregistered new Series H common stock warrants (“Series H Warrants”) to purchase up to 34,353 shares of common stock. See further warrant details below. The Company filed a resale registration statement on Form S-3 (File No. 333-288784), to register the shares underlying the Series H Warrants, which registration statement was declared effective by the SEC on July 25, 2025.

August 2025 Public Offering

On August 20, 2025, the Company entered into an underwriting agreement with Ladenburg, as representative of the various underwriters (the “Representative”), in connection with the issuance and public sale of various securities (the “August Public Offering”), including: (i) 120,173 common stock units (“Common Stock Unit”), which includes the 28,125 Common Stock Units purchased pursuant to the exercise, in full, of the Over-Allotment Option and (ii) 95,500 pre-funded warrant units (“Pre-Funded Unit”), resulting in gross proceeds of approximately $6.9 million, before deducting underwriting discounts and commissions and other estimated offering expenses. The August Public Offering closed on August 21, 2025.

Each Common Stock Unit comprised (i) one share of common stock of the Company, par value $0.0001, and (ii) one Series I warrant to purchase one share common stock, and each Pre-Funded Unit comprised (i) one pre-funded warrant to purchase one share common stock, and (ii) one Series I warrant to purchase one share common stock. Each Common Stock Unit was sold to the public at a price of $32.00 per Common Stock Unit and each Pre-Funded Unit was sold to the public at a price of $31.98 per Pre-Funded Unit. See further warrant details below.

The Common Stock Units and Pre-Funded Units were offered by the Company pursuant to a registration statement on Form S-1 (File No. 333- 289670), which was declared effective by the SEC on August 20, 2025.

In connection with the August Public Offering, the Company also issued to the Representative (or its designees) certain warrants (the “Representative Warrants”) to purchase up to 10,784 shares of common stock. See further warrant details below.

March 2026 Confidentially Marketed Public Offering (CMPO)

On March 6, 2026, the Company entered into an underwriting agreement with Ladenburg as sole “Underwriter”, in connection with the issuance and sale (the “March 2026 Offering”) of: (i) 142,421 common stock units (“Common Stock Units”), which includes 98,438 Common Stock Units purchased pursuant to the exercise, in full, of the Over-Allotment Option, sold to the public at a price of $8.00 per Common Stock Unit, and (ii) 613,495 pre-funded warrant units (“Pre-Funded Units”), sold to the public at a price of $7.98 per Pre-Funded Unit, resulting in gross proceeds of approximately $6.0 million, before deducting underwriting discounts and commissions and other estimated offering expenses. In connection with the March 2026 Offering, the Company also issued to the Underwriter (or its designees) a warrant (the “Underwriter’s Warrant”) to purchase up to 37,796 shares of Common Stock of the Company, par value $0.0001. The Underwriter’s Warrant has an exercise price of $10.00, is exercisable on or after the date of issuance, and will expire on March 9, 2031.

Each Common Stock Unit comprised (i) one share of Common Stock, (ii) one Series J common stock warrant (“Series J Warrant”) to purchase one share of Common Stock, (iii) one Series K common stock warrant (“Series K Warrant”) to purchase one share of Common Stock, and (iv) one Series L common stock warrant (“Series L Warrant” and together with the Series J Warrants and the Series K Warrants, the “Common Warrants”) to purchase one share of Common Stock. Each Pre-Funded Unit comprised (i) one pre-funded warrant (the “Pre-Funded Warrant” or “PFW”), (ii) one Series J Warrant, (iii) one Series K Warrant, and (iv) one Series L Warrant. The Common Warrants included in the Pre-Funded Units were identical to the Common Warrants included in the Common Stock Units.

Each of the Common Warrants included provisions in relation to the reset of the exercise price on two separate occasions: (i) on the forty-fifth (45th) calendar day following the date of issuance (April 23, 2026) and (ii) the sixth (6th) trading day immediately following the date on which a reverse stock split of the Common Stock is approved and deemed effective during the fiscal year ended December 31, 2026, to a price equal to the lesser of (i) the then exercise price and (ii) 90% of the lowest five-day volume weighted average prices for the five (5) trading days immediately preceding the date that is forty-five calendar days after issuance of the Series J Warrants, the Series K Warrants, and the Series L Warrants, as applicable. Notwithstanding the foregoing, in no event at any time prior to, or including, the first reset trigger date, could the exercise price be adjusted to a price that is lesser than $4.00 per share. On April 23, 2026, the exercise prices of the Series J Warrants, the Series K Warrants, and the Series L Warrants were reset to $4.00. On August 7, 2026, the exercise price of the Series J Warrants, the Series K Warrants, and the Series L Warrants were reset to $1.4386.

The Common Stock Units, the Pre-Funded Units, the shares of Common Stock comprising the Common Stock Units, the Common Warrants, the Pre-Funded Warrants, the shares of Common Stock issuable upon exercise of the Common Warrants, and the Pre-Funded Warrants were offered by the Company pursuant to a shelf registration statement on Form S-3 (File No. 333-284229), that was filed with the SEC on January 10, 2025 and declared effective on February 7, 2025, including the prospectus forming a part of the registration statement, a final prospectus supplement thereto, which was filed with the SEC on March 9, 2026, pursuant to Rule 424(b) under the Securities Act, and the related registration statement filed with the SEC on March 5, 2026 under Rule 462(b) of the Securities Act, which became automatically effective upon filing. The Offering closed on March 9, 2026.

On March 6, 2026, the Company also entered into a warrant agency agreement (the “Warrant Agency Agreement”) with Equiniti Trust Company, LLC, as warrant agent (the “Warrant Agent”).

Warrant Amendment

On March 5, 2026, the Company entered into an Amendment to Common Stock Purchase Warrants Agreement (the “Warrant Amendment”) with certain investors, that participated in the March 2026 CMPO described above, in connection with the terms of certain of the Company’s outstanding common warrants to purchase shares of Common Stock (the “Existing Warrants”). As originally issued, the Existing Warrants provided for the purchase of:

Per the Warrant Amendment, the exercise price for each of such Existing Warrants was reduced to $8.00 per share, subject to further adjustment as set forth in the Existing Warrants and any other document governing the terms thereunder. All other terms and conditions of the Existing Warrants remain unchanged and in full force and effect. As a result, the incremental fair value associated with the Warrant Amendment totaling $0.3 million was recorded as a deemed dividend to the warrant holders, and accordingly was treated as a reduction from total loss attributable to common stockholders in the calculations of net loss per share in the unaudited condensed consolidated statements of operations.

Unregistered Warrant Issuance

On May 6, 2026, the Company issued a warrant (the “Warrant”) to purchase up to 1,086,957 shares of Common Stock of the Company, with an exercise price of $3.68 to an accredited investor in a private placement transaction.

The Warrant is exercisable beginning on the date that is six months from the issue date and is subject to certain vesting conditions as described below.

The holder of the Warrant may from time to time prior to July 8, 2026, agree to acquire, and the Company may agree to sell to such holder, up to an aggregate of $4.0 million of Common Stock in issuances registered under the Securities Act. The Warrant will vest in proportion to issuances described in the preceding sentence that are consummated. Neither the holder of the Warrant nor the Company has any obligation to agree to or consummate any such issuances.

On May 28, 2026, the Company amended and restated the Warrant to, among other things: (i) condition the exercise of the Warrant and the issuance of the Common Stock upon exercise pursuant to the terms of the Warrant, to the receipt of the approval of the stockholders of the Company; (ii) increase the Minimum Vesting Acquisition Amount, as such term is defined in the Warrant, from $500,000 to $1,000,000; and (iii) to extend the Vesting Termination Date, as such term is defined in the Warrant, from July 8, 2026 to September 30, 2026. All other terms remain unchanged.

Warrants

As of June 30, 2026 and December 31, 2025, the Company has outstanding warrants to purchase 2,619,735 and 314,194 shares of Common Stock, respectively, consisting of the following:

 Schedule of Outstanding Warrants 

The following table summarizes the Company’s aggregate warrant activity for the six months ended June 30, 2026.

 Schedule of Warrant Activity 

The following table summarizes the Company’s aggregate warrant activity for the six months ended June 30, 2025.