Note 11. Subsequent Events

We sold 0.1 million shares of our common stock under the Second SEPA at an average price of $4.31 per share and raised $0.6 million in net proceeds during the subsequent events period.

On August 12, 2026, we entered into Warrant Inducement and Reload Letters with certain holders of our common stock purchase warrants, issued on June 20, 2025, on April 3, 2025 and on December 12, 2024 (collectively, the “Existing Warrants”), pursuant to which the Holders agreed to exercise in full for cash the Existing Warrants to purchase an aggregate of 254,922 shares of common stock at a reduced exercise price of $4.03 per share.

In consideration of the Holders’ agreement to exercise the Existing Warrants, we issued new unregistered common stock purchase warrants (the “Inducement Warrants”) to purchase an aggregate of 1,274,610 shares of common stock, at an exercise price of $4.03 per share. The Inducement Warrants will be exercisable on or after the date on which we obtain the required stockholder approval and will expire on the five year anniversary of the date of such stockholder approval.

In addition, on August 12, 2026, we entered into a Securities Purchase Agreement (the “Securities Purchase Agreement”) with the Holders, pursuant to which we agreed to sell to the Holders in a private placement 861,708 unregistered shares of Common Stock at a purchase price of $4.03 per share (or, at a purchaser’s election to comply with a 4.99% or 9.99% beneficial ownership limitation, pre-funded common stock purchase warrants (the “Pre-Funded Warrants”) to purchase up to 861,708 shares in lieu of such shares), together with common stock purchase warrants (the “Common Warrants” and together with the Pre-Funded Warrants, the “PIPE Warrants”) to purchase up to 4,308,540 shares of common stock at an exercise price of $4.03 per share. The Pre-Funded Warrants will be immediately exercisable and will expire upon exercise in full, and the Common Warrants will be exercisable on or after the date on which the Company obtains the required stockholder approval and will expire on the five year anniversary of the date of such stockholder approval.

In connection with the issuance of the Inducement Warrants, the Shares and the PIPE Warrants, we entered into a Registration Rights Agreement (the “Registration Rights Agreement”) with the Holders, dated August 12, 2026. Pursuant to the Registration Rights Agreement, we will file a registration statement on Form S-1 (or on Form S-3, if the Company is then S-3 eligible) to register the resale of the Shares and the shares (the “Warrant Shares”) underlying the Inducement Warrants and the PIPE Warrants (the “Resale Registration Statement”) as soon as reasonably practicable (and in any event by August 22, 2026), and to use commercially reasonable efforts to cause such Resale Registration Statement to become effective by September 26, 2026 (or by October 26, 2026 in case of “full review” of such registration statement by the Securities and Exchange Commission (the “SEC”)) and to keep the Resale Registration Statement effective at all times until no holder owns any Warrants or Warrant Shares.