Note 3. Sale of Stock for Cash

Lincoln Park Financing

During the three months ended March 31, 2026, we sold 984,188 shares of our common stock to Lincoln Park Capital Fund, LLC pursuant to a stock purchase agreement dated December 13, 2022, which has now expired, and received $171,000 in gross and net proceeds. No sales of common stock were made during the three months ended June 30, 2026. During the three months ended  June 30, 2025 we sold 4,077,285 shares of our common stock to Lincoln Park and received $823,000 in gross and net proceeds. No sales of common stock were made during the three months ended March 31, 2025.

Clearthink Financing

On March 20, 2026, we entered into a purchase agreement (the “Purchase Agreement”) with Clearthink Capital Partners, LLC (“Clearthink”), pursuant to which Clearthink committed to purchase up to $10.0 million of the Company’s common stock. Under the Purchase Agreement, we have the right, but not the obligation, to sell to Clearthink, and Clearthink is obligated to purchase up to $10.0 million of our common stock. Sales of common stock are subject to certain limitations set forth in the Purchase Agreement, and may occur from time to time, at our sole discretion, over the 36-month period commencing on the date that the conditions to Clearthink’s purchase obligation set forth in the Purchase Agreement are satisfied, including that a registration statement covering the resale by Clearthink of shares of Common Stock that may be issued to Clearthink under the Purchase Agreement, which we filed with the Securities and Exchange Commission (the “SEC”) on April 9, 2026, and which was declared effective by the SEC on April 15, 2026 (the date on which all of such conditions are satisfied, the “Commencement Date”). From and after the Commencement Date and until May 1, 2029 unless we are in default of the Purchase Agreement, on any trading day we select, we may, by written notice delivered to Clearthink, direct Clearthink to purchase up to the lesser of (i) $500,000 of our common stock, and (ii) 300% of the daily average shares traded value for the eight trading days prior to the date of the purchase notice, with a minimum of no less than $25,000. At least five business days must elapse between each purchase notice unless the parties mutually agree otherwise. The purchase price per share of Common Stock sold in each such purchase, if any, will be based on prevailing market prices of the common stock immediately preceding the time of sale as computed under the Purchase Agreement, equal to the average of the two lowest daily closing prices of our common stock during the eight trading days preceding the purchase notice. Actual sales of shares of common stock to Clearthink will depend on a variety of factors we will take into consideration from time to time, including, among others, market conditions, the trading price of our common stock and determinations as to the appropriate sources of funding for the Company and its operations. The net proceeds under the Purchase Agreement to the Company will depend on the frequency and prices at which we sell shares of Common Stock to Clearthink. We expect that any proceeds we receive from such sales to Clearthink will be used for working capital and general corporate purposes.  Pursuant to the terms of the Purchase Agreement, we issued Clearthink 500,000 shares of our common stock as payment of the "commitment fee" and we recorded the $85,000 fair value of the shares at $0.17 per share as a financing fee.

From the April 15, 2026 commencement date through June 30, 2026, we sold 3,250,000 shares of our common stock to Clearthink and received $391,000 in gross and net proceeds.

Unit Offering

During the three months ended March 31, 2026, we sold 555,556 shares of our common stock and received $100,000 gross and net proceeds from one accredited investor.  No sales of common stock were made during the three months ended June 30, 2026. In addition to the shares, we issued the investor a six-month and a five-year warrant to purchase additional shares. (See Note 6, “Warrants Issued in Unit Offering”.) We did not sell shares of our common stock in Unit Offerings during the six months ended  June 30, 2025.

In the three and six months ended June 30, 2026, we recorded a $15,000 financing fee.  In the three and six months ended June 30, 2025, we recorded a financing fee of $15,000 and $30,000, respectively.