STOCK-BASED COMPENSATION

The Company may issue stock-based compensation awards under the Company’s 2022 Equity Incentive Plan (as amended, the “2022 Plan”) or the Company’s 2021 Inducement Plan (as amended, the “Inducement Plan”), as described more fully in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025 filed with the SEC on March 31, 2026.

On May 30, 2024, the Board adopted a First Amendment (the “Amendment”) to the 2022 Plan. On June 27, 2024, at the annual meeting of stockholders, the stockholders of the Company approved the Amendment. Pursuant to the terms and conditions of the Amendment, the 2022 Plan was amended to increase the aggregate number of shares of Class A common stock that may be issued under the 2022 Plan to 2,785 new shares with an automatic increase on January 1st of each year by an amount equal to 5% of the fully diluted shares (as defined in the 2022 Plan) as of the last day of the preceding calendar year. As of January 1, 2025, the number of shares authorized for issuance increased from 2,785 to 3,605. On April 22, 2025, the Board adopted an amendment to the 2022 Plan to increase the aggregate number of shares of Class A common stock that may be issued under the 2022 Plan to 20% of the fully diluted shares on the 10th calendar date following the first closing of a registered offering of the Company’s Class A common stock that occurs on or after May 15, 2025 (the “April Equity Plan Amendment”). The April Equity Plan Amendment was approved by stockholders at the special stockholders meeting held on May 23, 2025, and on June 16, 2025, following the 2025 Offering, the number of shares authorized for issuance increased from 3,605 to 142,286. On September 25, 2025, the Board adopted an amendment to the 2022 Plan to increase the aggregate number of shares of Class A common stock that may be issued under the 2022 Plan by 4,000,000 shares (the “September Equity Plan Amendment”). The September Equity Plan Amendment was approved by stockholders at the special stockholders meeting held on October 30, 2025, and the number of shares authorized for issuance increased from 142,286 to 4,142,286. On January 1, 2026, the number of shares authorized for issuance increased by 7,965,869 to 12,108,155.

As of June 30, 2026, the remaining shares available for grant were 10,669,709 under the 2022 Plan and 192 under the Inducement Plan. During the six months ended June 30, 2026, the Company granted 168,372 stock options out of the 2022 Plan and no stock options out of the Inducement Plan. The options vest over one to three years and expire ten years after the grant date. A total of 847 stock options were granted under the 2022 Plan during the six months ended June 30, 2025.

Stock option activity during the six months ended June 30, 2026 was as follows:


	Shares	Weighted Average Exercise Price		Weighted Average Remaining Contractual Term (in years)	Aggregate Intrinsic Value (in thousands)
Outstanding as of December 31, 2025	127,835	$	117.38	9.47	$	—
Granted	168,372	4.89
Expired	(1,005)	12.96
Forfeited	(26)	510.15
Outstanding as of June 30, 2026	295,176	53.54		6.09	—
Nonvested as of June 30, 2026	61,881	2.46		9.89	—
Exercisable as of June 30, 2026	233,295	$	67.08	5.09	$	—

The grant date fair values of the stock options were estimated using the Black-Scholes option pricing model using the following weighted average assumptions:


	Six Months Ended June 30,
	2026			2025
Risk-free interest rate	4.07		%	4.44		%
Expected volatility	108.41		%	125.37		%
Expected term (years)	5.12			5.38
Expected dividend yield	0.00		%	0.00		%
Fair value, per share	$	1.45		$	476.10

The following table summarizes restricted stock unit ("RSU') activity during the six months ended June 30, 2026:


	Shares	Weighted Average Grant Date Fair Value
Vested outstanding as of December 31, 2025	1,109,118	$	5.98
Nonvested outstanding as of December 31, 2025	—	—
Granted	34,160	2.20
Vested	(12,960)	1.94
Settled	(1,109,118)	5.98
Nonvested and outstanding as of June 30, 2026	21,200	$	2.36