Subsequent Events

6 Months Ended

Jun. 30, 2026

Subsequent Events [Abstract]

Subsequent Events

13. Subsequent Events

Subsequent events have been evaluated through the date the financial statements were filed. In addition to the required recognition or disclosure disclosed in the footnotes herein, there were also the following subsequent events after the reporting date:

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On July 29, 2026, the Company entered into a Securities Purchase Agreement (the “Purchase Agreement”) with certain accredited investors (each, an investor, and collectively, the “Investors”), pursuant to which the Company agreed to issue and sell an aggregate of 618,682 units (the “Units”), with each Unit consisting of (i) one share of the Company’s Common Stock, or, in lieu thereof, one pre-funded warrant to purchase one share of Common Stock (the “Pre-Funded Warrants”), and (ii) the right to receive one common stock purchase warrant (the “Common Warrants”) to purchase one share of Common Stock upon, and subject to, stockholder approval of the issuance of the Common Warrants. The Units were sold at a purchase price of $2.585 per Unit consisting of one share of Common Stock and the right to receive one Common Warrant and $2.5849 per Unit consisting of one Pre-Funded Warrant and the right to receive one Common Warrant. The Common Stock (or Pre-Funded Warrants) and Common Warrants comprising the Units are immediately separable and will be issued separately, the Common Warrants to be issued only upon, and subject to, stockholder approval thereof, which the Company is obligated to seek pursuant to the terms of the Purchase Agreement.

Pursuant to the Purchase Agreement, the Company agreed to issue and sell Units that include an aggregate of 218,682 shares of Common Stock and 400,000 Pre-Funded Warrants for aggregate gross proceeds of approximately $1.6 million before deducting offering expenses payable by the Company. The Company intends to use the net proceeds from the offering for working capital and general corporate purposes, including continuing clinical development activities.

The Pre-Funded Warrants have an exercise price of $0.0001 per share, are exercisable immediately and will remain exercisable until exercised in full. The Pre-Funded Warrants may not be exercised to the extent that, after giving effect to such exercise, the holder would beneficially own more than 9.99% of the number of shares of Common Stock outstanding immediately after giving effect to such exercise.

The Investors are entitled to receive Common Warrants exercisable for an aggregate of up to 618,682 shares of Common Stock. Under the terms of the Purchase Agreement, issuance of the Common Warrants is subject to stockholder approval required under Nasdaq Listing Rule 5635(d). Following receipt of such stockholder approval, the Company will issue the Common Warrants to the Investors. The Common Warrants will have an exercise price of $2.585 per share, be exercisable immediately upon issuance and expire on the date that is five and one-half (5.5) years from the date of issuance. The Common Warrants will contain a beneficial ownership limitation of 4.99%, subject to adjustment by the holder in accordance with their terms.

In connection with the Purchase Agreement, Hing C. Wong, Ph.D., the Company’s Founder and Chief Executive Officer, Scott Garrett, a member and the Chairman of the Company’s Board of Directors, and Lee Flowers, the Company’s Senior Vice President of Business Development, participated in the private placement on the same terms and conditions as the other Investor.

In connection with the Purchase Agreement, the Company also entered into a Registration Rights Agreement with the Investors (the “Registration Rights Agreement”), pursuant to which the Company agreed to provide certain registration rights with respect to the resale of the shares of Common Stock issued in the offering, the shares issuable upon exercise of the Pre-Funded Warrants and the shares issuable upon exercise of the Common Warrants. The Company agreed to file an initial registration statement within 15 trading days following the closing of the offering and to use commercially reasonable efforts to cause such registration statement to be declared effective by the SEC within 60 days following the closing.

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On July 29, 2026, the SEC temporarily stayed the effectiveness of its July 22, 2026 order approving the Nasdaq’s proposed rule change to adopt a new $5 million Market Value of Listed Securities continued listing requirement (the “$5 Million MVLS Requirement”). The SEC received, pursuant to Rule 430 of the Commission’s Rules of Practice, 17 CFR 201.430, notices of intention to petition for review of the delegated action. In accordance with Rule 431(e), the July 22, 2026, order is stayed until the Commission orders otherwise.