Private Placement

On July 9, 2026, the Company entered into a securities purchase agreement with the July 2026 Investors in a private placement to issue 1,418,071 shares of the Company’s common stock and to certain July 2026 Investors pre-funded warrants to purchase up to 87,500 shares of common stock. The Company received net proceeds of approximately $49.8 million from the July 2026 Private Placement after deducting legal fees. See Note 2 for further discussion. In connection with the July 2026 Private Placement, the Company entered into a registration rights agreement, dated July 9, 2026, with the July 2026 Investors, pursuant to which the Company agreed to file a registration statement with the Securities and Exchange Commission (the “SEC”) covering the resale of the Securities (the “Registrable Securities”) within 30 days following the closing of the July 2026 Private Placement, which registration statement was filed by the Company with the SEC on August 12, 2026. The Company has agreed to use reasonable best efforts to cause such registration statement to be declared effective as promptly as possible but no later than the earlier of (i) the 60th calendar day following the initial filing date of such registration statement if the SEC notifies the Company that it will review such registration statement and (ii) the fifth business day after the Company is notified by the SEC that such registration statement will not be reviewed or will not be subject to further review. The Company has also agreed to keep such registration statement continuously effective until the date the Registrable Securities covered by such registration statement have been sold or cease to be Registrable Securities. The Company has agreed to be responsible for all fees and expenses incurred in connection with the registration of the Registrable Securities. The Company has granted the Investors customary indemnification rights in connection with the registration statement. The Investors have also granted the Company customary indemnification rights in connection with the registration statement.