11. Common Stock

As of June 30, 2026 and December 31, 2025, the Company was authorized to issue 100,000,000 shares of common stock, par value $0.001 per share.

On May 4, 2026, the Company completed an underwritten public offering of 50,000,000 shares of its common stock at a public offering price of $1.00 per share. In connection with the offering, the Company granted the underwriters a 45-day option to purchase up to an additional 7,500,000 shares of its common stock at the public offering price, less underwriting discounts and commissions, which was fully exercised on May 5, 2026. The Company refers to these transactions collectively as the May 2026 Offering. Aggregate gross proceeds from the May 2026 Offering were $57,500, and net proceeds to the Company were approximately $53,099 after deducting underwriting discounts, commissions, and offering expenses of approximately $4,401.

As of June 30, 2026 and December 31, 2025, the Company had 85,767,032 and 27,550,222 shares of common stock issued and outstanding, respectively.

Each share of common stock entitles the holder to one vote on all matters submitted to a vote of the Company’s stockholders. Common stockholders are entitled to receive dividends, as may be declared by the Company’s Board, if any. As of June 30, 2026, no dividends had been declared.

In the event of liquidation or dissolution, the holders of the common stock are entitled to receive proportionately all assets available for distribution to stockholders after the payment of all debts and other liabilities and subject to the prior rights of any outstanding preferred stock.

Issuance of Common Stock and Warrants

Konik Warrants and Bios Warrants

On April 30, 2026, the Company entered into an underwriting agreement with Konik Capital Partners, LLC (“Konik”), a division of T.R. Winston & Company, LLC, acting as sole book-running manager, relating to the May Offering. In connection with the May Offering, the Company issued to the underwriter or its designees warrants to purchase shares of the Company’s common stock equal to 3% of the shares of common stock sold in the offering, including shares sold pursuant to the exercise of the over-allotment option, if any (the “Konik Warrants”). The Konik Warrants include warrants to purchase 1,500,000 shares of common stock issued in connection with the base offering and warrants to purchase up to 225,000 additional shares of common stock related to the underwriter’s over-allotment option. The Konik Warrants have an exercise price of $1.50 per share, are exercisable beginning October 27, 2026, and expire on April 30, 2031. The Konik Warrants are subject to a 180-day lock-up period pursuant to FINRA Rule 5110(e).

On April 30, 2026, the Company entered into a letter agreement with Bios Partners, L.P., on behalf of certain Bios entities holding securities of the Company. Pursuant to the letter agreement, the Bios entities agreed to defer the conversion of 12,232 shares of the Company’s Series X Non-Voting Convertible Preferred Stock held by the Bios entities and waived the Company’s obligation under the Certificate of Designation of Series X Non-Voting Convertible Preferred Stock to reserve the shares of common stock issuable upon conversion of such preferred shares until the Company has amended its Restated Certificate of Incorporation to increase its authorized common stock. In addition, subject to certain exceptions, the Bios entities agreed not to sell, transfer or otherwise dispose of, directly or indirectly, any Series X Non-Voting Convertible Preferred Stock or the underlying shares of common stock for a period ending April 30, 2029.

In consideration for the agreements and waivers of the Bios entities, the Company agreed to issue warrants to the Bios entities to purchase an aggregate of 3,000,000 shares of the Company’s common stock at an exercise price of $1.00 per share (the “Bios Warrants,” and together with the Konik Warrants, the “2026 Warrants”). The Bios Warrants are on substantially the same terms as the Konik Warrants, except for the exercise price which is $1.00 per share for Bios Warrants.

The 2026 Warrants are exercisable for cash. If, after the initial exercise date, there is no effective registration statement registering the warrant shares, or the prospectus contained therein is not available for the resale of the warrant shares by the holder, the holder may exercise the 2026 Warrants on a cashless basis. A holder of the 2026 Warrants may not exercise any portion of such warrant to the extent that, after giving effect to such exercise, the holder, together with its affiliates and any other persons acting as a group, would beneficially own more than 9.99% of the Company’s outstanding common stock immediately after exercise.

The 2026 Warrants include customary adjustment provisions for stock dividends, stock splits, combinations, reclassifications and certain other events. Upon a fundamental transaction, the holders of the 2026 Warrants are entitled, upon subsequent exercise, to receive the same type or form of consideration receivable by holders of the Company’s common stock for the shares underlying the warrants. The 2026 Warrants do not provide the holders with a stated right to require the Company to redeem the warrants for cash at a Black-Scholes value upon a fundamental transaction.

The Company evaluated the 2026 Warrants in accordance with ASC 480, Distinguishing Liabilities from Equity, and ASC 815, Derivatives and Hedging and determined that the 2026 Warrants are not precluded from equity classification. However, because the Company did not have a sufficient number of authorized and unissued shares of common stock available to settle all of its commitments to issue shares at the time the 2026 Warrants were issued, the 2026 Warrants did not meet all of the conditions for equity classification under ASC 815-40. Accordingly, the Company classified the 2026 Warrants as liabilities at issuance.

The 2026 Warrants were initially recognized at fair value on the issuance date and are remeasured to fair value at each reporting date, with changes in fair value recognized in the statements of operations and comprehensive loss. The Company will continue to classify the 2026 Warrants as liabilities until such time as the 2026 Warrants meet the conditions for equity classification.

The Company allocated the proceeds from the offering first to the 2026 Warrants based on their fair value, with the residual proceeds allocated to the common stock issued in the offering. Issuance costs allocated to the 2026 Warrant liabilities were expensed as incurred. Issuance costs allocated to the common stock were recorded as a reduction to additional paid-in capital.

The fair value measurement of the 2026 Warrant liabilities is classified as Level 3 within the fair value hierarchy because it is based on significant inputs not observable in the market. The following table provides a rollforward of the Level 3 fair value measurement of the 2026 Warrant liabilities.

For the three and six months ended June 30, 2026, the Company recognized a loss of $8 related to the change in fair value of the 2026 Warrant liabilities, which is included in other income (expense), net in the accompanying condensed consolidated statements of operations and comprehensive loss.

The shares underlying the 2026 Warrants are not considered outstanding for purposes of basic net loss per share prior to exercise. The shares underlying the 2026 Warrants were excluded from the calculation of diluted net loss per share for the three and six months ended June 30, 2026, because their effect would have been anti-dilutive.

Wainwright Sales Agreement

On May 15, 2025, the Company entered into the Wainwright Sales Agreement with H.C. Wainwright, as agent and/or principal, pursuant to which the Company could offer and sell shares of its common stock having an aggregate offering price of up to $13,702 from time to time through or to H.C. Wainwright by any method permitted that is deemed to be an “at the market offering” as defined in Rule 415(a)(4) promulgated under the Securities Act of 1933, as amended. As of June 30, 2026, the Company had issued and sold 1,296,777 shares of common stock pursuant to the Wainwright Sales Agreement for total net proceeds of $1,844, after deducting transaction fees of $67 paid by the Company. In July 2025, in connection with the Yorkville Transactions, the Company reduced the aggregate offering price of the shares of common stock that could be offered and sold under the Wainwright Sales Agreement to $8,067.

Warrant Exercises and Exchanges

On April 21, 2025, the Company entered into privately negotiated letter agreements with certain holders of its outstanding warrants issued on November 2, 2023, or the PIPE Warrants, and May 1, 2024, or the Offering Warrants. Pursuant to these agreements, certain holders agreed to exercise the PIPE Warrants for an aggregate of 159,500 shares of the Company’s common stock and the Offering Warrants for an aggregate of 884,798 shares of common stock, at a reduced exercise price of $1.60 per share. The original exercise prices were $4.89 per share for the PIPE Warrants and $4.68 per share for the Offering Warrants. The exercise of the PIPE Warrants was completed on April 24, 2025, and the exercise of the Offering Warrants was completed in May 2025 (collectively, the “Warrant Exercises”). The Company received total net proceeds of $1,595 from the Warrant Exercises.

Separately, in April 2025, the Company entered into agreements with additional holders of the PIPE Warrants who agreed to surrender warrants representing an aggregate of 1,939,000 shares of common stock for cancellation. In exchange, these holders received pre-funded warrants (the “Exchange Pre-Funded Warrants”) exercisable for the same number of shares at an exercise price of $0.001 per share and paid $1.599 per share in cash by April 24, 2025 (the “Warrant Exchanges”). The Company received total net proceeds of $2,984 from the Warrant Exchanges.

As part of the Warrant Exchanges, entities affiliated with Bios Equity Partners, LP (“Bios Partners”) surrendered PIPE Warrants representing an aggregate of 1,300,500 shares and provided the associated cash consideration of $2,079 for the issuance of Exchange Pre-Funded Warrants.

In addition, on April 21, 2025, an entity affiliated with Bios Partners agreed to purchase additional pre-funded warrants to acquire 312,695 shares of the Company’s common stock in a private placement at a price of $1.599 per share, resulting in total net proceeds of $481 (the “Bios Pre-Funded Warrants”). The Exchange Pre-Funded Warrants and the Bios Pre-Funded Warrants are collectively referred to as the “Pre-Funded Warrants.”

The Company assessed the Pre-Funded Warrants for appropriate classification under U.S. GAAP and determined that they are freestanding instruments that do not meet the definition of a liability pursuant to ASC 480 and do not meet the definition of a derivative pursuant to ASC 815, Derivatives and Hedging. The Pre-Funded Warrants are indexed to the Company’s common stock and meet all other conditions for equity classification under ASC 480 and ASC 815. Accordingly, the Pre-Funded Warrants are classified as equity and accounted for as a component of additional paid-in capital at the time of issuance. The Pre-Funded Warrants were initially recognized at their fair value, calculated as the fair value of the underlying common stock less the exercise price of $0.001 per share. The fair value of the common stock was determined based on the quoted market price of the Company’s common stock as of the issuance date. The Pre-Funded Warrants will not be remeasured subsequent to initial recognition.

The repricing of the PIPE Warrants and the Offering Warrants and issuance of the Exchange Pre-Funded Warrants is considered a modification under the guidance of ASU 2021-04. The modification is consistent with the “Equity Issuance” classification under that guidance as the reason for the modification was to induce the holder to cash exercise their warrants, resulting in the imminent exercise of the PIPE Warrants and the Offering Warrants, which raised equity capital and generated net proceeds for the Company of approximately $4,601. The total fair value of the consideration of the modification includes the incremental fair value of the PIPE Warrants and the Offering Warrants (determined by comparing the fair values immediately prior to and immediately after the modification) and the initial fair value of the PIPE Warrants and the Offering Warrants. The fair values of the PIPE Warrants and the Offering Warrants were calculated using the Black-Scholes model. The Company determined that the total fair value of the consideration related to the modification of PIPE Warrants and the Offering Warrants, including the initial fair value of the Exchange Pre-Funded Warrants was $4,757. The net effect of the modification in the amount of $490, as well as the value of the replaced PIPE warrants of $1,385 and the fair value of the Exchange Pre-Funded Warrants of $5,652 were recorded in additional paid-in capital, as both the original warrants (the PIPE Warrants and the Offering Warrants) and the replacement instruments (the Exchange Pre-Funded Warrants) are equity-classified.

The Offering Warrants

In May 2024, the Company completed the Offering pursuant to which the Company issued and sold 4,273,505 shares of the Company’s common stock and accompanying Offering Warrants to purchase 4,273,505 shares of common stock. Net proceeds from the Offering were approximately $17,675, after deducting underwriting discounts and commissions and offering expenses, and excluding any proceeds that may be received from exercise of the Offering Warrants. The Offering closed on May 3, 2024.

The Company had assessed the Offering Warrants for appropriate equity or liability classification and determined the Offering Warrants are freestanding instruments that do not meet the definition of a liability pursuant to ASC 480 and do not meet the definition of a derivative pursuant to ASC 815. The Offering Warrants are indexed to the Company’s common stock and meet all other conditions for equity classification under ASC 480 and ASC 815. Accordingly, the Offering Warrants are classified as equity and accounted for as a component of additional paid-in capital at the time of issuance. The Offering Warrants were initially recognized at their relative fair value in the amount of $8.0 million at the time of issuance determined using Black-Scholes option-pricing model and are not remeasured.

The Offering Warrants to purchase 884,798 shares of common stock were exercised in April 2025 as part of April 2025 Transactions. As of June 30, 2026 and December 31, 2025, Offering Warrants to purchase 3,388,707 shares of common stock remained outstanding.

Prepaid Purchase Agreement

On July 29, 2025, the Company entered into a PPA with Yorkville, pursuant to which the Company may request pre-paid advances of up to $6,000 from Yorkville over a 12-month period, subject to certain limitations and conditions set forth in the PPA. Each Pre-Paid Advance is subject to the consent of Yorkville. Interest shall accrue on the outstanding balance of any Pre-Paid Advance at an annual rate of 8%, subject to an increase to 18% upon events of default described in the PPA. All Pre-Paid Advances are due and payable on the 12-month anniversary of their issuance. At any time that there is an outstanding balance under any Pre-Paid Advances, Yorkville may provide written notice, or Purchase Notice, requiring the Company to issue and sell shares of its common stock to Yorkville, which shall be offset against and reduce the amounts outstanding under the Pre-Paid Advance. The initial advance under the PPA of $1,000 was purchased on July 29, 2025, with net proceeds of $950 after a 5% original issue discount, or OID. On September 8, 2025, the Company entered into a second PPA with Yorkville for an additional $1,000 advance, with net proceeds of $950 after the 5% OID. On October 23, 2025, the Company entered into a third PPA with Yorkville for an additional $1,000 advance, with net proceeds of $950 after the 5% OID.

The Company elected the fair value option under ASC 825, Financial Instruments, or ASC 825, to measure the PPAs at fair value, with changes in fair value recognized in earnings. The initial fair value was determined to be equal to the net proceeds received ($950 per PPA), as this amount represented the cash consideration exchanged, consistent with ASC 825. OID costs of $100 related to the first and second PPA were expensed as incurred in the third quarter of 2025, as required under the fair value option. Additionally, the Company incurred legal costs of $118 which were expensed in the consolidated statements of operations and other comprehensive loss.

Under the terms of the PPAs, the Company issued shares of common stock to Yorkville in satisfaction of the advances. The number of shares issued was determined based on the applicable purchase price per share equal to the lower of (a) 115% of the daily volume weighted average price, or the VWAP, of the Company’s common stock on the last full trading day immediately prior to the date of such Pre‑Paid Advance and (b) 95% of the lowest daily VWAP of the Company’s common stock during the seven consecutive trading days immediately preceding the date on which Yorkville provides the Purchase Notice to the Company, but in no event less than the floor price set forth in the PPA. The carrying value of the PPA and accrued interest were reduced by the issuance of the shares.

Under the terms of the PPAs, through September 24, 2025, the Company issued an aggregate of 1,880,872 shares of common stock to Yorkville (953,765 shares under the first PPA through September 9, 2025, and 927,107 shares under the second PPA), based on the principal of $2,000 from the PPA and $11 of interest expense. The shares were recorded at par value of $0.001 per share with the remainder credited to additional paid-in capital, or APIC.

On October 23, 2025, Yorkville purchased a third PPA of $1,000, for which the Company received net proceeds of $950. The third PPA was converted to 846,290 shares of the Company’s common stock in October 2025, with no remaining outstanding balance. The shares were recorded at par value of $0.001 per share with the remainder credited to APIC.

The initial, the second and the third PPAs were fully settled as of December 31, 2025, with no remaining outstanding balance. Accordingly, the fair value of the liabilities at June 30, 2026 and December 31, 2025, was $0, and no adjustment for changes in fair value was required.

On December 11, 2025, the Company terminated the PPA.

As of June 30, 2026, there were:

Accordingly, as of June 30, 2026, there were 85,767,032 shares issued and outstanding and a total of 27,369,336 shares of common stock issuable upon conversion of the Series X and the exercise of outstanding options and warrants. At the Company's annual meeting held on July 20, 2026, its stockholders approved an amendment to its restated certificate of incorporation to increase the number of authorized shares of common stock from 100,000,000 shares to 200,000,000 shares.