On November 21, 2023, the Company issued (i) senior unsecured convertible notes (“Notes”) in an aggregate principal amount of $6,850,000 (“2023 Notes”), convertible into shares of common stock at a conversion price of $23.60 per share, (ii) Series A Warrants to purchase up to an aggregate of 290,256 shares of common stock at an exercise price of $23.60 per share, and (iii) Series B Warrants, together with the Series A Warrants, and, together with the convertible notes, to purchase up to an aggregate of 290,256 shares of common stock at an exercise price of $29.50 per share. The financing resulted in aggregate gross proceeds of $6,850,000, before $525,144 of issuance costs.

As noted above, the 2023 Notes were convertible into shares of common stock at the election of the holder at any time at an initial conversion price of $23.60. The conversion feature did not meet the requirements for separate accounting and was not accounted for as a derivative instrument. In April 2025, $85,000 of convertible notes were converted into 3,602 shares of common stock. The 2023 Notes matured on November 21, 2025, and were repaid in full by the Company with proceeds from the November 2025 Financing discussed below. No gain or loss was recorded upon repayment of the 2023 Notes.

The Series A Warrants are exercisable immediately and expire five years from the date of issuance. The Company has the right to call the exercise of the Series A Warrants if the closing price of the common stock exceeds 200% of the Series A Exercise Price for 10 consecutive trading days and the daily dollar trading volume of the common stock exceeds $1,000,000 per day during the same period and certain equity conditions are satisfied.

The Series A Warrants are classified as a component of permanent equity because they are freestanding financial instruments that are legally detachable and separately exercisable from the shares of common stock with which they were issued, are immediately exercisable, do not embody an obligation for the Company to repurchase its shares, and permit the holders to receive a fixed number of shares of common stock upon exercise.

For the three months ended June 30, 2025, the Company recognized total interest expense on the 2023 Notes of $491,500, including coupon interest expense of $101,587 and amortization of debt discount and issuance costs of $389,913. For the six months ended June 30, 2025, the Company recognized total interest expense of $950,949, including coupon interest expense of $204,337 and amortization of debt discount and issuance costs of $746,612.

In November 2025, the Company issued (i) senior secured convertible notes (“2025 Notes”) in an aggregate principal amount of $12,000,000, convertible into 818,544 shares of common stock at a conversion price of $14.66 per share, (ii) Series A-1 Warrants to purchase up to an aggregate of 818,937 shares of common stock at an exercise price of $16.20 per share, subject to adjustments, (iii) Series B-1 Warrants to purchase an aggregate of 818,937 shares of common stock at an exercise price of $18.40 per share, subject to adjustments, and (iv) Series C-1 Warrants to purchase an aggregate of 818,937 shares of common stock at an exercise price of $22.00 per share, subject to adjustments (Series A-1 Warrants, Series B-1 Warrants and Series C-1 Warrants are collectively the “Warrants”). The financing resulted in aggregate gross proceeds of $12,000,000, before $718,528 of issuance costs.

The 2025 Notes accrue interest at a rate of 8.5% per annum, payable annually in-kind by increasing the principal balance outstanding. The Company granted a security interest in substantially all of its assets to the holders of the 2025 Notes. The 2025 Notes mature in November 2035. The Company has a call option where it may voluntarily redeem the 2025 Notes after seven and one half years from Note issuance at 112% of the then-outstanding principal.

The 2025 Notes are convertible into shares of common stock at the election of the holder at any time (“Conversion Option”) at an initial conversion price of $14.66 (“Conversion Price”). The Conversion Price is adjustable proportionally for certain events including stock splits, reverse stock splits and stock dividends (each a “Share Combination Event”). Additionally, prior to the March 2026 modification discussed below, upon a Share Combination Event, the conversion price would also have been further adjusted to the lowest dollar volume-weighted average price (VWAP) of the Company’s common stock during the five-day period following any Share Combination Event, but only if the conversion price (after the standard proportional adjustment) was higher than the market price.

The Company may require conversion of the 2025 Notes, in whole or in part, if at any time (i) a Registration Statement is effective, (ii) for the immediately preceding thirty (30) consecutive trading days, the VWAP has exceeded 450% of the then-effective Conversion Price on each such trading day, (iii) the total daily trading volume of the Common Stock is at least $1,500,000, and (iv) certain equity conditions are satisfied (effective registration statement is available and sufficient authorized shares are available, among other conditions). The holders of the 2025 Notes may require prepayment of principal and accrued interest upon certain Events of Default (failure to timely pay amounts owed under the 2025 Notes, failure to deliver shares upon conversion of the 2025 Notes or exercise of the related Warrants, failure to maintain an effective registration statement related to the common shares underlying the 2025 Notes and related Warrants, etc.), and the Company must redeem the 2025 Notes if involuntary bankruptcy proceedings are initiated against the Company and not dismissed within 60 days or if the Company voluntarily initiates bankruptcy. Additionally, in the event of certain merger, acquisition or business combination transactions (a "Fundamental Transaction" as defined in the 2025 Notes), the Company must redeem the 2025 Notes, and if the Fundamental Transaction occurs in the first 5 years of note issuance, the redemption will include a premium.

The Series A-1 Warrants are exercisable immediately and expire ten years from the date of issuance. The Series B-1 Warrants are exercisable immediately and expire at the earlier of (i) the tenth anniversary of the issuance of the Warrants, or (ii) 45 days after the Company discloses two consecutive quarters of at least $3.25 million in sales. The Series C-1 Warrants are exercisable immediately and expire at the earlier of (i) the tenth anniversary of the issuance of the Warrants, or (ii) 45 days after the Company discloses FDA approval of FemBloc.

The exercise price of the Warrants and the related number of shares into which the Warrants are exercisable are adjustable proportionally in the event of a Share Combination Event. Additionally, similar to the Conversion Option in the 2025 Notes and prior to the March 2026 modification discussed below, upon a Share Combination Event, the exercise prices of the Warrants would also have been further adjusted to the lowest VWAP of the Company’s common stock during the five-day period following any Share Combination Event, but only if the exercise price (after the standard proportional adjustment) was higher than the market price.

In the event of a Fundamental Transaction within the Company’s control, the holders of the Warrants are entitled to put the unexercised portion of the Warrants to the Company in exchange for cash at their then Black-Scholes value. If the Fundamental Transaction is outside of the Company’s control, the holders of the Warrants may receive consideration for the unexercised portion of the Warrants equal to the then Black-Scholes value in the same form (cash or equity) as other common shareholders pursuant to the Fundamental Transaction.

In March 2026, the Company modified the Conversion Option in the 2025 Notes and the exercise prices of the related Warrants to remove the market-related adjustment to the conversion price and exercise prices, respectively, that would otherwise have occurred upon a Share Combination Event. As consideration for this modification, the Company issued to the holders of the 2025 Notes and related Warrants new Series D-1 Warrants, which allow the holders to purchase an aggregate number of 818,937 shares of the Company’s common stock at an exercise price of $11.60 per share. The Series D-1 Warrants expire in March 2029.

In April 2026, the Company’s shareholders approved the issuance of shares of common stock issuable upon conversion of the 2025 Notes and exercise of the Series A-1, B-1, C-1, and D-1 Warrants, including any issuances to directors and officers of the Company who are holders of these instruments, in excess of 19.99% of the issued and outstanding shares of common stock of the Company (to the extent that anti-dilution or price adjustment provisions in the instruments result in an effective conversion or exercise price below the Nasdaq Minimum Price).

The 2025 Notes and Warrants are freestanding financial instruments that are legally detachable and separately exercisable from one another. The Conversion Option within the 2025 Notes is not a freestanding financial instrument. Prior to obtaining shareholder approval on April 29, 2026, the embedded Conversion Option within the 2025 Notes and the Warrants were determined not to be indexed to the Company’s common stock due to (i) provisions permitting adjustments to the conversion price of the 2025 Notes and the exercise prices of the Warrants upon a Share Combination Event beyond a standard proportional adjustment (but only if the market price of the Company’s common stock was lower than the Conversion Price of the 2025 Notes or exercise prices of the Warrants) and (ii) the requirement that shareholder approval be obtained for conversions and exercises exceeding 19.99% of the Company’s outstanding shares of common stock. As a result, at issuance, the embedded Conversion Option was bifurcated from the 2025 Notes, and both the Conversion Option and the Warrants, including the Series D-1 Warrants, were recognized as derivative liabilities on the Company’s balance sheet. These derivative liabilities were subsequently remeasured at fair value at each reporting period until the equity classification criteria were satisfied on April 29, 2026. Following shareholder approval obtained on April 29, 2026 permitting the issuance of shares in excess of the Nasdaq 19.99% limitation, the Company reassessed the instruments under ASC 815-40 and determined that the Conversion Option and the Warrants met the criteria for equity classification. The Company recorded a final fair value adjustment resulting in a gain of approximately $0.8 million recognized in earnings and reclassified approximately $1.0 million of derivative liabilities to additional paid-in capital and warrant equity. Subsequent to such reclassification, the instruments are no longer remeasured at fair value.