The Company identified an error in its accounting for warrants issued to the placement agent in connection with the Company’s equity offering in January 2026. As consideration for the placement agent’s services in connection with the offering, the Company issued warrants to purchase 94,625 shares of the Company’s common stock. The warrants were equity-classified and had a grant-date fair value of $1.0 million.

The Company previously recognized the grant-date fair value of the warrants as general and administrative expense during the three months ended March 31, 2026. The Company subsequently determined that the warrant-related cost represented an equity issuance cost directly attributable to the equity offering and should have been recorded as a reduction of additional paid-in capital (“APIC”) rather than as general and administrative expense.

The error resulted in an overstatement of general and administrative expense and net loss and an overstatement of APIC and accumulated deficit in the Company’s previously issued unaudited condensed consolidated financial statements included in the Company’s Forms 10-Q for the quarterly periods ended March 31, 2026 and June 30, 2026. The correction has no impact on the Company’s revenue, cash and cash equivalents, total assets, total stockholders’ equity or net cash flows used in operating activities. Management evaluated the error and determined that it was material to the Company’s previously issued unaudited condensed consolidated financial statements for the affected periods. Accordingly, the affected previously issued financial statements should no longer be relied upon and are being restated to correct the error.

The following tables present the effects of the restatement on the Company’s previously issued unaudited condensed consolidated financial statements for the periods indicated.

		As Previously Reported		Adjustment		As Restated
General and administrative expense	$	4,519	$	(1,003)	$	3,516
Total operating expenses		6,362		(1,003)		5,359
Loss from operations		(2,996)		1,003		(1,993)
Loss before income taxes		(2,950)		1,003		(1,947)
Net loss		(2,966)		1,003		(1,963)
Basic and diluted net loss per share	$	(0.29)	$	0.10	$	(0.19)

Under IRC §263(a), placement agent warrant costs are treated as nondeductible stock‑issuance costs and therefore reduce equity rather than creating a tax deduction or deferred tax asset. The Company had already treated the warrant fair value as a permanent non-deductible item in its tax provision, so reclassifying the amount from expense to APIC does not change taxable income, NOLs, deferred tax assets, or cash taxes. Consolidated tax expense remains unchanged. The correction had no income tax effect in any period presented (ASC 250-10-50-8 and 50-9).

		As Previously Reported		Adjustment		As Restated
Additional paid-in capital	$	57,960	$	(1,003)	$	56,957
Accumulated deficit		(27,265)		1,003		(26,262)
Total stockholders' equity	$	31,498		—	$	31,498

	Additional Paid-in Capital						Accumulated Deficit						Total Stockholders' Equity
	As Reported		Adjustment		As Restated		As Reported		Adjustment		As Restated		As Reported		Adjustment		As Restated
Balance as of December 31, 2025	$	32,930		—	$	32,930	$	(24,299)		—	$	(24,299)	$	9,642		—	$	9,642
Shares issued in private placement registered direct offerings, net of offering costs		23,451		(1,003)		22,448		—		—		—		23,454		(1,003)		22,451
Share-based compensation		1,263		(1,003)		260		—		—		—		1,263		(1,003)		260
Warrants issued to placement agent		-		1,003		1,003		—		—		—		-		1,003		1,003
Net loss		—		—		—		(2,966)		1,003		(1,963)		(2,966)		1,003		(1,963)
Balance as of March 31, 2026	$	57,960		(1,003)	$	56,957	$	(27,265)		1,003	$	(26,262)	$	31,498		—	$	31,498

	As Reported		Adjustment		As Restated
Cash flows from operating activities:
Net loss	$	(2,966)	$	1,003	$	(1,963)
Warrant expense		1,003		(1,003)		—
Net cash used in operating activities:	$	(2,991)	$	—	$	(2,991)
Non-cash financing activities:
Warrants issued for equity offering costs		—		1,003		1,003