Significant Transactions	6 Months Ended
Jun. 30, 2026
Significant Transactions
Significant Transactions	3. Significant Transactions A – Promissory Note On September 12, 2025 (the “Issue Date”), the Company entered into a Note Purchase Agreement (the “Note Purchase Agreement”), with an investor (the “Note Investor”), pursuant to which the Company issued a Promissory Note (the “September 2025 Note”) to the Investor in the principal amount of $3,600 for a purchase price of $3,000. The Note was amended effective September 12, 2025, to remove the convertible feature. The September 2025 Note bears no interest, has an original issue discount of $600, is an unsecured obligation of the Company and will rank equal in right of payment with the Company’s existing and future unsecured indebtedness. The September 2025 Note is due and payable on the twelve (12) month anniversary of the Issue Date. The Company may prepay the September 2025 Note at any time without the requirement for consent of the Note Investor. Since the September 2025 Note bears no stated interest and was issued at a discount, the Company has recognized the original issue discount of $600 as imputed interest expense over the term of the September 2025 Note using the effective interest method, in accordance with the authoritative guidance. This imputed interest is being amortized over the one-year term of the September 2025 Note. During the three and six months ended June 30, 2026, the Company amortized $150 and $298 of the original issue discount to interest expense, respectively. As of June 30, 2026, the unamortized discount was $120, and the carrying amount of the September 2025 Note was $1,692. As previously disclosed in the form 8-K filed by the Company with the SEC on September 11, 2025, the Company entered into a purchase agreement with Sixth Borough Capital Fund, LP (“Sixth Borough”) establishing an equity line of credit (the “6B ELOC”). Under the terms of the 6B ELOC, the Company has the right, but not the obligation, to sell to Sixth Borough, and Sixth Borough is obligated to purchase, up to $20.0 million of the Company’s Common Stock (the “Purchase Shares”), subject to the terms and conditions set forth therein. Pursuant to the Note Purchase Agreement, the Company was required to pay 100% of the net proceeds (after commission) it receives from the sale of Purchase Shares under the 6B ELOC towards repayment of the September 2025 Note, until the Company obtained stockholder approval (the “Stockholder Approval”) to issue Purchase Shares in excess of the “Exchange Cap,” as defined in the 6B ELOC. The Company obtained Stockholder Approval on March 12, 2026. Following Stockholder Approval, the Company is required to apply 50% of the net proceeds (after commissions) from any subsequent sales of Purchase Shares under the 6B ELOC to repay the September 2025 Note. During the three months ended June 30, 2026, the Company repaid $299 of principal outstanding under the September 2025 Note. In addition, during the three months ended June 30, 2026, the Company and the Note Investor entered into note exchange agreements pursuant to which the Note Investor exchanged $1,588 of outstanding September 2025 Note principal for 2,195,000 shares of the Company’s Common Stock. On the respective exchange dates, the fair value of the Common Stock issued exceeded the principal amount of the September 2025 Note exchanged by $266. Accordingly, the Company recognized a loss on extinguishment of debt of $266 during the three months ended June 30, 2026. In addition, during the three months ended June 30, 2026, pre-funded warrants to purchase 60,000 shares of Common Stock previously issued to the 6B ELOC investor as a commitment fee, were exercised, resulting in the issuance of 60,000 shares of Common Stock. The September 2025 Note contains certain specified events of default, the occurrence of which would entitle the Note Investor to immediately demand repayment of all outstanding principal on the September 2025 Note such as certain events of bankruptcy and insolvency. The September 2025 Note does not contain any affirmative and restrictive covenants by the Company. The Note Purchase Agreement includes customary representations, warranties, and conditions precedent of both parties. The September 2025 Note was issued in a private placement to the Note Investor pursuant to an exemption for transactions by an issuer not involving a public offering under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”). During the three months ended June 30, 2026, the Company entered into two exchange agreements with the Note Investor, pursuant to which the Note Investor exchanged an aggregate of $1,588 of outstanding September 2025 Note principal for 2,195,000 shares of the Company’s Common Stock. The exchanges were effected in reliance upon the exemption from registration provided by Section 3(a)(9) of the Securities Act. B – Equity and Common Issuances Current Year 6B ELOC Financing During the six months ended June 30, 2026, the Company sold 2,060,000 shares of Common Stock pursuant to the 6B ELOC, generating net proceeds of $1,692 after deducting related offering fees. During the three months ended June 30, 2026, the Company sold 1,480,000 shares of Common Stock pursuant to the 6B ELOC, generating net proceeds of $1,102 after deducting related offering fees. Exercise of Pre-Funded Warrants On December 29, 2025, we entered into a Securities Purchase Agreement (the “Securities Purchase Agreement”) with Armistice Capital Master Fund Ltd. (also referred to herein as the “Investor”) for a private placement of securities (the “Private Placement”). The closing of the Private Placement occurred on December 31, 2025 (the “Closing”). At the Closing, the Company issued (i) 1,033,591 pre-funded warrants to purchase 1,033,591 shares of Common Stock (the “Pre-Funded Warrants”), and (ii) 2,067,182 warrants to purchase shares of Common Stock ( the “Common Warrants”). Each Pre-Funded Warrant was sold with two Common Warrants at a combined purchase price of $3.869, which is equal to the Nasdaq Official Closing Price (as reflected on Nasdaq.com) of the Common Stock on December 29, 2025 (the “Minimum Price”), minus the exercise price of the Pre-Funded Warrant of $0.001 per share. During the six months ended June 30, 2026, the Company received $1 from the exercise of 1,033,591 Pre-Funded Warrants. Prior Year ATM Sales Agreement On December 17, 2024, the Company entered into an ATM sales agreement (the “Sales Agreement”) with Dawson James Securities, Inc. (“Dawson James”), pursuant to which the Company agreed to issue and sell shares of Common Stock, having an aggregate offering price of up to $8,230, from time to time, through an “at-the-market” equity offering program (the “ATM Program”) under which Dawson James will act as sales agent (the “Agent”). On March 21, 2025, the Company sold 206,300 shares of Common Stock at an average offering price of $18.24 per share pursuant to the Sales Agreement for net proceeds of $3,643, after deducting fees owed to the Agent from such sale. During the three months ended June 30, 2025, the Company sold 414,785 shares of Common Stock at an average offering price of $10.74 per share pursuant to the Sales Agreement for net proceeds of $4,320, after deducting fees owed to the Agent from such sale. As of June 30, 2025, there was no remaining capacity available under the ATM Program. Registered Direct Offering On February 4, 2025, the Company entered into a securities purchase agreement with certain institutional investors, relating to the registered direct offering and sale of an aggregate of 43,968 shares of Common Stock. The net proceeds to the Company from the offering were approximately $2,752, after deducting fees owed to the placement agent and other offering expenses. The February 2025 offering closed on February 5, 2025. Dawson James acted as the placement agent for the offerings pursuant to a placement agency agreement, dated February 4, 2025, by and between the Company and Dawson James. C – Warrant Net Share Exchange into Common Stock Prior Year On November 12, 2024, the Company commenced a best efforts public offering, and concurrent with the offering entered into a private placement, collectively (the “2024 November Offerings”) where the Company issued an aggregate of (i) 8,359 Series A Warrants and (ii) 8,359 Series B Warrants. On January 3, 2025, subject to shareholder approval the number of shares of Common Stock issuable upon exchange of the Series A Warrants and Series B Warrants issued pursuant to the 2024 November Offerings was reset from 8,359 shares to 54,032 shares, respectively. The Company accounted for the 108,064 warrants issued in connection with the 2024 November Offerings in accordance with the accounting guidance for derivatives. As further described in the annual financial statements for the year ended December 31, 2024, the Company analyzed the terms of the Series A and Series B Warrants and determined that such warrants are not eligible for equity classification and thus would be classified as derivative liabilities and recorded at fair value, with changes in fair value recorded through profit or loss. The Company used the Monte Carlo Simulation method for determining the fair value of the warrants. The Series A warrant assumptions used in the Monte Carlo simulations are an expected term of 4.62 years, an exercise price of $2,172, comparable company volatility of 113.5%, risk-free interest rate of 3.95% and share price of $370.20. The Series B warrant assumptions used in the Monte Carlo simulations are an expected term of 2.5 years, an exercise price of $2,172, company historical volatility of 378.6%, risk-free interest rate of 4.30% and share price of $370.20. During the three months’ period ended March 31, 2025, there were cashless exchanges of an aggregate 54,021 Series B Warrants issued in connection with the 2024 November Offerings, which resulted in the issuance of 162,063 shares of Common Stock. As these warrants were exchanged, as permitted under the respective warrant agreements, the Company did not receive any cash proceeds. The warrants were measured at fair value as of the settlement dates, and the change in fair value of $5,746, was recognized to net loss. Upon the exchange of the Series B Warrants, the fair value of the warrants exchanged as of the settlement dates of $20,625 was classified to equity under additional paid-in capital. On June 30, 2025, the Company repurchased 49,668 of its Series A Warrants from existing warrant holders for $160. The fair value of the Series A Warrants on the date of exercise was $65, resulting in a loss on repurchase of $95. During the three and six month period ending June 30, 2025, the Company recognized a change in fair value of derivative liabilities of $107, and $3,269, respectively.

Significant Transactions

6 Months Ended

Jun. 30, 2026

3. Significant Transactions

A – Promissory Note

On September 12, 2025 (the “Issue Date”), the Company entered into a Note Purchase Agreement (the “Note Purchase Agreement”), with an investor (the “Note Investor”), pursuant to which the Company issued a Promissory Note (the “September 2025 Note”) to the Investor in the principal amount of $3,600 for a purchase price of $3,000. The Note was amended effective September 12, 2025, to remove the convertible feature.

The September 2025 Note bears no interest, has an original issue discount of $600, is an unsecured obligation of the Company and will rank equal in right of payment with the Company’s existing and future unsecured indebtedness. The September 2025 Note is due and payable on the twelve (12) month anniversary of the Issue Date. The Company may prepay the September 2025 Note at any time without the requirement for consent of the Note Investor.

Since the September 2025 Note bears no stated interest and was issued at a discount, the Company has recognized the original issue discount of $600 as imputed interest expense over the term of the September 2025 Note using the effective interest method, in accordance with the authoritative guidance. This imputed interest is being amortized over the one-year term of the September 2025 Note.

During the three and six months ended June 30, 2026, the Company amortized $150 and $298 of the original issue discount to interest expense, respectively. As of June 30, 2026, the unamortized discount was $120, and the carrying amount of the September 2025 Note was $1,692.

As previously disclosed in the form 8-K filed by the Company with the SEC on September 11, 2025, the Company entered into a purchase agreement with Sixth Borough Capital Fund, LP (“Sixth Borough”) establishing an equity line of credit (the “6B ELOC”). Under the terms of the 6B ELOC, the Company has the right, but not the obligation, to sell to Sixth Borough, and Sixth Borough is obligated to purchase, up to $20.0 million of the Company’s Common Stock (the “Purchase Shares”), subject to the terms and conditions set forth therein. Pursuant to the Note Purchase Agreement, the Company was required to pay 100% of the net proceeds (after commission) it receives from the sale of Purchase Shares under the 6B ELOC towards repayment of the September 2025 Note, until the Company obtained stockholder approval (the “Stockholder Approval”) to issue Purchase Shares in excess of the “Exchange Cap,” as defined in the 6B ELOC. The Company obtained Stockholder Approval on March 12, 2026. Following Stockholder Approval, the Company is required to apply 50% of the net proceeds (after commissions) from any subsequent sales of Purchase Shares under the 6B ELOC to repay the September 2025 Note.

During the three months ended June 30, 2026, the Company repaid $299 of principal outstanding under the September 2025 Note. In addition, during the three months ended June 30, 2026, the Company and the Note Investor entered into note exchange agreements pursuant to which the Note Investor exchanged $1,588 of outstanding September 2025 Note principal for 2,195,000 shares of the Company’s Common Stock. On the respective exchange dates, the fair value of the Common Stock issued exceeded the principal amount of the September 2025 Note exchanged by $266. Accordingly, the Company recognized a loss on extinguishment of debt of $266 during the three months ended June 30, 2026.

In addition, during the three months ended June 30, 2026, pre-funded warrants to purchase 60,000 shares of Common Stock previously issued to the 6B ELOC investor as a commitment fee, were exercised, resulting in the issuance of 60,000 shares of Common Stock.

The September 2025 Note contains certain specified events of default, the occurrence of which would entitle the Note Investor to immediately demand repayment of all outstanding principal on the September 2025 Note such as certain events of bankruptcy and insolvency. The September 2025 Note does not contain any affirmative and restrictive covenants by the Company. The Note Purchase Agreement includes customary representations, warranties, and conditions precedent of both parties.

The September 2025 Note was issued in a private placement to the Note Investor pursuant to an exemption for transactions by an issuer not involving a public offering under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”).

During the three months ended June 30, 2026, the Company entered into two exchange agreements with the Note Investor, pursuant to which the Note Investor exchanged an aggregate of $1,588 of outstanding September 2025 Note principal for 2,195,000 shares of the Company’s Common Stock. The exchanges were effected in reliance upon the exemption from registration provided by Section 3(a)(9) of the Securities Act.

B – Equity and Common Issuances

Current Year

6B ELOC Financing

During the six months ended June 30, 2026, the Company sold 2,060,000 shares of Common Stock pursuant to the 6B ELOC, generating net proceeds of $1,692 after deducting related offering fees.

During the three months ended June 30, 2026, the Company sold 1,480,000 shares of Common Stock pursuant to the 6B ELOC, generating net proceeds of $1,102 after deducting related offering fees.

Exercise of Pre-Funded Warrants

On December 29, 2025, we entered into a Securities Purchase Agreement (the “Securities Purchase Agreement”) with Armistice Capital Master Fund Ltd. (also referred to herein as the “Investor”) for a private placement of securities (the “Private Placement”). The closing of the Private Placement occurred on December 31, 2025 (the “Closing”). At the Closing, the Company issued (i) 1,033,591 pre-funded warrants to purchase 1,033,591 shares of Common Stock (the “Pre-Funded Warrants”), and (ii) 2,067,182 warrants to purchase shares of Common Stock ( the “Common Warrants”). Each Pre-Funded Warrant was sold with two Common Warrants at a combined purchase price of $3.869, which is equal to the Nasdaq Official Closing Price (as reflected on Nasdaq.com) of the Common Stock on December 29, 2025 (the “Minimum Price”), minus the exercise price of the Pre-Funded Warrant of $0.001 per share.

During the six months ended June 30, 2026, the Company received $1 from the exercise of 1,033,591 Pre-Funded Warrants.

Prior Year

ATM Sales Agreement

On December 17, 2024, the Company entered into an ATM sales agreement (the “Sales Agreement”) with Dawson James Securities, Inc. (“Dawson James”), pursuant to which the Company agreed to issue and sell shares of Common Stock, having an aggregate offering price of up to $8,230, from time to time, through an “at-the-market” equity offering program (the “ATM Program”) under which Dawson James will act as sales agent (the “Agent”).

On March 21, 2025, the Company sold 206,300 shares of Common Stock at an average offering price of $18.24 per share pursuant to the Sales Agreement for net proceeds of $3,643, after deducting fees owed to the Agent from such sale.

During the three months ended June 30, 2025, the Company sold 414,785 shares of Common Stock at an average offering price of $10.74 per share pursuant to the Sales Agreement for net proceeds of $4,320, after deducting fees owed to the Agent from such sale. As of June 30, 2025, there was no remaining capacity available under the ATM Program.

Registered Direct Offering

On February 4, 2025, the Company entered into a securities purchase agreement with certain institutional investors, relating to the registered direct offering and sale of an aggregate of 43,968 shares of Common Stock. The net proceeds to the Company from the offering were approximately $2,752, after deducting fees owed to the placement agent and other offering expenses. The February 2025 offering closed on February 5, 2025.

Dawson James acted as the placement agent for the offerings pursuant to a placement agency agreement, dated February 4, 2025, by and between the Company and Dawson James.

C – Warrant Net Share Exchange into Common Stock

Prior Year

On November 12, 2024, the Company commenced a best efforts public offering, and concurrent with the offering entered into a private placement, collectively (the “2024 November Offerings”) where the Company issued an aggregate of (i) 8,359 Series A Warrants and (ii) 8,359 Series B Warrants.

On January 3, 2025, subject to shareholder approval the number of shares of Common Stock issuable upon exchange of the Series A Warrants and Series B Warrants issued pursuant to the 2024 November Offerings was reset from 8,359 shares to 54,032 shares, respectively.

The Company accounted for the 108,064 warrants issued in connection with the 2024 November Offerings in accordance with the accounting guidance for derivatives. As further described in the annual financial statements for the year ended December 31, 2024, the Company analyzed the terms of the Series A and Series B Warrants and determined that such warrants are not eligible for equity classification and thus would be classified as derivative liabilities and recorded at fair value, with changes in fair value recorded through profit or loss. The Company used the Monte Carlo Simulation method for determining the fair value of the warrants. The Series A warrant assumptions used in the Monte Carlo simulations are an expected term of 4.62 years, an exercise price of $2,172, comparable company volatility of 113.5%, risk-free interest rate of 3.95% and share price of $370.20. The Series B warrant assumptions used in the Monte Carlo simulations are an expected term of 2.5 years, an exercise price of $2,172, company historical volatility of 378.6%, risk-free interest rate of 4.30% and share price of $370.20.

During the three months’ period ended March 31, 2025, there were cashless exchanges of an aggregate 54,021 Series B Warrants issued in connection with the 2024 November Offerings, which resulted in the issuance of 162,063 shares of Common Stock. As these warrants were exchanged, as permitted under the respective warrant agreements, the Company did not receive any cash proceeds. The warrants were measured at fair value as of the settlement dates, and the change in fair value of $5,746, was recognized to net loss. Upon the exchange of the Series B Warrants, the fair value of the warrants exchanged as of the settlement dates of $20,625 was classified to equity under additional paid-in capital.

On June 30, 2025, the Company repurchased 49,668 of its Series A Warrants from existing warrant holders for $160. The fair value of the Series A Warrants on the date of exercise was $65, resulting in a loss on repurchase of $95.

During the three and six month period ending June 30, 2025, the Company recognized a change in fair value of derivative liabilities of $107, and $3,269, respectively.