9.    Common Stock and Stockholders’ Equity

Preferred Stock

The number of authorized shares of preferred stock under the Company’s Certificate of Incorporation is 10,000,000 shares.

Common stock

On March 11, 2025, following receipt of stockholder approval at the Company’s 2025 annual meeting of stockholders, the number of authorized shares of common stock under the Company’s Certificate of Incorporation increased from 60,000,000 shares to 260,000,000 shares.

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H.C. Wainwright At-The-Market Offering Agreement

On May 13, 2026, the Company entered into an At The Market Offering Agreement (the “Sales Agreement” or the “ATM Program”) with H.C. Wainwright & Co., LLC (“H.C. Wainwright”), pursuant to which the Company may issue and sell shares of its common stock, from time to time, through H.C. Wainwright as sales agent and/or principal having an aggregate offering price of up to $100,000,000.

Under the Sales Agreement, the Company pays H.C. Wainwright a commission equal to 3.0% of the aggregate gross proceeds of any sales of common stock under the Sales Agreement. The Sales Agreement may be terminated by the Company at any time upon five business days’ prior written notice to H.C. Wainwright, or by H.C. Wainwright at any time.

During the three months ended June 30, 2026, the Company sold 17,005,831 shares of common stock under the ATM Program and generated $14,131,114 in net proceeds after payment of fees to H.C. Wainwright of $492,506.

BTIG, LLC At-the-Market Offering Agreement

On May 16, 2023, the Company entered into an At-the-Market Sales Agreement with BTIG, LLC (“BTIG”), as sales agent (as amended, the “Prior Sales Agreement” or the “Prior ATM Program”), under which the Company could issue and sell shares of its common stock having an aggregate offering price of up to $100,000,000 from time to time through BTIG. In connection with entering into the Sales Agreement, the Company terminated, effective May 12, 2026, the Prior Sales Agreement. As a result of the termination of the Prior Sales Agreement, the Company will not offer or sell any additional shares of common stock under the Prior ATM Program

The Company incurred financing costs of $353,688 in connection with the execution of the Prior Sales Agreement, which were capitalized and  amortized to additional paid in capital on a pro rata basis when the Company sold common stock under the Prior ATM Program. The remaining balance of deferred finaning costs of $259,560 were fully amortized during the three months ended June 30, 2026.

Under the Prior Sales Agreement, the Company paid BTIG a commission equal to 3.0% of the aggregate gross proceeds of any sales of common stock under the Prior Sales Agreement.

During the three and nine months ended June 30, 2026, the Company sold 0 and 15,227,166 shares of common stock, respectively, under the Prior ATM  Program and generated $0 and $17,356,537, respectively in net proceeds after payment of fees to BTIG of $536,800.

Offerings

May 2026 Offering

On May 29, 2026, the Company completed a registered direct offering to GMS Ventures and Investments, the Company’s largest stockholder (“GMS”), priced at-the-market under Nasdaq rules for the purchase and sale of an aggregate of 8,539,709 shares of its common stock at an offering price of $0.5855 per share of common stock for aggregate net proceeds of $4,851,903, after deducting fees of $148,097.

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In connection with the offering, on May 28, 2026, the Company entered into a warrant amendment with GMS pursuant to which the Company agreed to amend certain outstanding common stock warrants to purchase up to an aggregate of 15,488,570 shares of common stock previously issued to GMS in January 2025 and May 2025, with a weighted average

exercise price of $1.78 per share, effective upon the closing of the offering, such that the amended warrants have an exercise price per share of $0.5855. The incremental value related to warrant amendment was $807,582, which was recognized as an equity issuance cost. The warrants, which are equity classified otherwise remain unchanged.

April 2026 Offering

On April 23, 2026, the Company completed a registered direct offering priced at-the-market under Nasdaq rules for the purchase and sale of an aggregate of 16,129,033 shares of its common stock at an offering price of $0.31 per share (the “April 2026 Offering”). Additionally, in a concurrent private placement, the Company issued unregistered warrants to purchase up to an aggregate of 16,129,033 shares of common stock at an exercise price of $0.31 per share, which are equity classified, subject to customary ownership limitations and antidilution adjustments (the “April 2026 Warrants”). The unregistered warrants became exercisable on July 16, 2026 and will expire on July 21, 2031.    

In connection with the April 2026 Offering, the Company entered into a warrant amendment pursuant to which the Company agreed to amend certain outstanding common stock warrants to purchase 2,142,855 shares of common stock previously issued in January 2025 and held by an investor in the Offering with an exercise price of $2.26, effective as of the closing of the Offering, such that the amended warrants (the “Amended Warrants”) (i) have a reduced exercise price of $0.31 per share, (ii) will be exercisable beginning on the effective date of stockholder approval of the issuance of the shares of common stock upon exercise of the Amended Warrants and (iii) will expire five years from the effective date of such stockholder approval. The incremental value related to the warrant amendment was $158,033, which was recognized as an equity issuance cost. Other than as described herein, the terms of the Amended Warrants remain unchanged.

In connection with the April 2026 Offering, the Company also issued to the placement agent warrants to purchase up to 1,129,032 shares of common stock (the “April 2026 Placement Agent Warrants”) at an exercise price of $0.3875 per share, which became exercisable on July 16, 2026 and expire five years from the commencement of sales in the April 2026 Offering, and paid the placement agent customary fees and reimbursed certain expenses

The aggregate net proceeds to the Company from the offering were approximately $4,113,550, net of issuance costs of $886,450. The potential additional gross proceeds to the Company from the unregistered warrants, if fully exercised on a cash basis, will be approximately $5,000,000. No assurance can be given that any of the unregistered warrants will be exercised for cash.

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March 2026 Offering

On March 23, 2026, the Company completed a best‑efforts public offering, for which H.C. Wainwright acted as the exclusive placement agent. The offering closed on March 25, 2026, and the Company issued an aggregate of 20,000,000 shares of common stock together with accompanying warrants to purchase up to 20,000,000 shares of common stock, with each share issued together with a warrant to purchase one share, at a combined public offering price of $0.25 per share and accompanying warrant, each equity classified. Gross proceeds to the Company were $5,000,000 before deducting placement agent fees and other offering expenses, and net proceeds were approximately $3.9 million after such deductions.

Each warrant has an exercise price of $0.25 per share, was exercisable immediately upon issuance, and expires five years from the date of issuance, subject to customary ownership limitations and antidilution adjustments. In connection with the offering, the Company also issued to the placement agent warrants to purchase up to 1,400,000 shares of common stock at an exercise price of $0.3125 per share, which were exercisable immediately and expire five years from the commencement of sales in the offering, and paid the placement agent customary fees and reimbursed certain expenses.

Common stock warrants

As of June 30, 2026, shares of common stock issuable upon the exercise of outstanding warrants were as follows:

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A holder of warrants may not exercise the warrant if the holder, together with its affiliates, would beneficially own more than a specified percentage of the outstanding common stock (4.99%, 9.99% or 19.99%, as applicable), immediately after giving effect to such exercise, which may be increased or decreased at the holders’ option (not to exceed 19.99%), effective 61 days after written notice to the Company. In addition, the Company may require the holders to cash exercise the warrants under certain circumstances as follows: (i) if the VWAP of the common stock equals or exceeds $20.00 per share (subject to adjustment in the event of stock splits, combinations or similar events, such as the reverse stock split implemented prior to Closing as discussed below) for 30 consecutive days (the “Stock Price Condition”) at any time after the Company publicly announces topline data from its NORSE EIGHT clinical trial evidencing satisfaction of the trial’s primary endpoints (the “NORSE EIGHT Announcement”), upon the consent of a majority of the members of the Company’s board of directors, the Company may require the holders to exercise up to 20% of the aggregate number of warrants issued to such holder on the issue date; and (ii) the Company may require up to the remainder of the warrants be exercised (A) if the Stock Price Condition is satisfied at any time after the Company publicly announces approval from the FDA of its BLA for LYTENAVA, upon the consent of a majority of the members of the board of directors or (B) if the Stock Price Condition is satisfied at any time after the NORSE EIGHT Announcement, upon the unanimous consent of the members of the Company’s Board of Directors present at duly called meeting.

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During the nine months ended June 30, 2026, warrants to purchase an aggregate of 131,601 shares of common stock with a weighted average exercise price of $24.22 expired. No warrants expired during the three months ended June 30, 2026. In addition, during the three and nine months ended June 30, 2026, warrants to purchase an aggregate of 16,475,000 and 16,903,571 shares of common stock, respectively, were exercised, generating net proceeds of $4,118,750 and $5,026,091, respectively, after deducting expenses associated with such exercises. The warrants exercised during the three months ended June 30, 2026 had an exercise price of $0.25 per share, while the warrants exercised during the nine months ended June 30, 2026 had exercise prices ranging from $0.25 to $2.26 per share.

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