12. Subsequent Events

Material Definitive Agreement

On July 10, 2026, the Company entered into the New Lease for approximately 9,038 rentable square feet of office and laboratory space located at 5580 Morehouse Drive, Suite 120, San Diego, California, with an initial term of 44 months commencing October 1, 2026, and expiring May 31, 2030, with one option to extend for an additional three years at the then-prevailing fair market rate. The Company will be required to make monthly base rental payments of approximately $52,000 per month for the first 12 months, with an annual 3% increase in such amount on each anniversary of the commencement date. It will also pay its share of operating expenses, property taxes and insurance, as well as a 3% management fee. The Company is required to deliver an irrevocable letter of credit of approximately $0.1 million within 10 calendar days of execution of the new lease.

Concurrently, the Company also entered into a Lease Termination Agreement with respect to the existing San Diego Lease, which will terminate effective September 30, 2026 (the “Termination Date”), with no early termination fee payable. The Termination Agreement also reduces the remaining base rent payments due under the San Diego Lease from June 1, 2026 through the Termination Date from approximately $118,000 per month to approximately $26,000 per month, and it also reduces the monthly estimated payment for Expenses, Taxes and insurance to a flat monthly fee of approximately $10,000 per month.

In connection with the Lease Termination Agreement, Mr. Camaisa entered into a Guarantee Termination Agreement to be effective on the Termination Date, pursuant to which, the Guarantee shall terminate and be of no further force or effect.

2026 Reverse Stock Split

On July 27, 2026, the Company filed a Third Certificate of Amendment to its Second Amended and Restated Certificate of Incorporation, as amended, with the Secretary of State of the State of Delaware to effect the 2026 Reverse Stock Split. As a result of the 2026 Reverse Stock Split, every sixteen shares of issued and outstanding Common Stock were automatically combined into one issued and outstanding share of Common Stock, without any change in the par value per share. No fractional shares were issued as a result of the 2026 Reverse Stock Split, and any fractional shares that would otherwise have resulted from the 2026 Reverse Stock Split were rounded up to the next whole number. The number of authorized shares of Common Stock under the Company’s Second Amended and Restated Certificate of Incorporation, as amended, remained unchanged. Trading of the Company’s shares of Common Stock on the NYSE American, LLC commenced on a split-adjusted basis on July 31, 2026.

All references to share and per share amounts for all periods presented in the unaudited condensed consolidated financial statements have been retrospectively restated to reflect this 2026 Reverse Stock Split.

Reprice of Certain Warrants

On August 7, 2026, which was the sixth (6^th) trading day immediately following the Company’s 2026 Reverse Stock Split effected on July 30, 2026, the exercise prices of the Series J Warrants, the Series K Warrants, and the Series L Warrants were reset to $1.4386 in accordance with the terms of the Common Warrants. See Note 8 for further details.

At the Market Offering

From July 1, 2026 through August 10, 2026, the Company issued 490,702 shares of common stock for net proceeds of $0.9 million.