Note 14 — Subsequent Events

The Company has evaluated its subsequent events as of September 30, 2026, through the date these condensed consolidated financial statements were issued and identified the following events requiring disclosure:

Amendments to Ascent PIPE Notes

On October 4, 2026, the Company entered into separate amendments with Ascent to modify certain terms of the senior secured convertible promissory notes originally issued on April 2, 2026 and April 20, 2026, with original principal amounts of approximately $0.6 million and $1.1 million, respectively (collectively, the “October Amendments”). The October Amendments modified the conversion price on each note to equal the greater of (i) $1.20 per share and (ii) 95% of the lowest daily volume-weighted average price (“VWAP”) of the Company’s common stock during the five trading days immediately preceding the applicable conversion date, subject to further adjustment pursuant to the terms of the notes. The October Amendments also revised the contractual floor price to $0.338 per share and modified the share reserve requirements to generally require the reservation of 150% of the maximum aggregate number of shares potentially issuable under the applicable transaction documents, calculated in accordance with the amended terms.

In addition, the amendment relating to the April 2, 2026 note provided for the waiver of certain provisions under the senior secured convertible promissory notes issued to Ascent on August 12, 2026, September 1, 2026 and September 16, 2026, with original principal amounts of approximately $0.7 million, $0.3 million and $0.4 million, respectively. Except as expressly modified or waived by the October Amendments, the remaining terms of the respective notes and related transaction documents remain unchanged. The effectiveness of the October Amendments is subject to the satisfaction of certain payment obligations specified therein. The Company is evaluating the financial accounting impact of the October Amendments, including the effect of the amended conversion provisions on the fair value of the affected convertible notes, and is unable to reasonably estimate the resulting financial effect as of the issuance date of these condensed consolidated financial statements.

Ascent PIPE Note Issuance

On October 15, 2026, the Company completed an additional closing under the PIPE Subscription Agreement with Ascent and issued a senior secured convertible promissory note with an original principal amount of approximately $0.8 million for cash proceeds of $0.7 million, reflecting an original issue discount of approximately $0.1 million. The note bears interest at 7% per annum and matures on the earlier of October 15, 2027, or the closing of the exercise of the Company’s G3 Call Option under the Option Agreement. The note is convertible into shares of the Company’s common stock at an initial conversion price of $4.28 per share, subject to adjustment and a contractual floor price of $1.07 per share. The note also provides for monthly principal amortization payments commencing January 1, 2027, and is secured by the Company’s assets and ranks pari passu with the other Ascent PIPE Notes. The Company is evaluating the financial accounting impact of the issuance, including the initial fair value of the convertible note.

ISO Certification

On October 15, 2026, the Company announced that it had received ISO 13485:2016 certification from GMED, a European Union notified body, for its quality management system covering the design, development and manufacture of the Lumee Oxygen Platform. The certification represents a milestone in the Company’s ongoing European Medical Device Regulation conformity assessment process. The Company continues to work toward completion of the remaining conformity assessment activities required to obtain CE marking for the Lumee Oxygen Platform.

Amendment No. 4 to the Related Party Convertible Promissory Note

On November 5, 2026, the Company entered into Amendment No. 4 to the Note Modification and Conversion Agreement with NVAC, relating to the promissory note held by the Sponsor in the original principal amount of up to $2.5 million. The amendment changed the conversion price to the greater of (i) $0.20 per share, subject to proportionate adjustment for subsequent stock splits and similar transactions, and (ii) the closing price of the Company’s common stock on the trading day immediately preceding delivery of the applicable conversion notice, effective for conversion notices delivered on or after November 5, 2026. The number of shares issuable upon conversion continues to be determined by dividing 122% of the principal amount being converted by the conversion price. The Company is evaluating the financial accounting impact of the amendment and is unable to reasonably estimate the resulting financial effect as of the issuance date of these condensed consolidated financial statements.

Conversions of Related Party Convertible Promissory Note

On November 12, 2026, NVAC converted $0.1 million of outstanding principal under the related party convertible promissory note into 214,083 shares of the Company’s common stock at a conversion price of $0.549 per share, based on the November 11, 2026 volume-weighted average price of the Company’s common stock.

On November 13, 2026, NVAC converted the remaining outstanding principal under the related party convertible promissory note into 2,149,195 shares of the Company’s common stock at a conversion price of $0.46 per share, based on the November 12, 2026 closing share price, pursuant to the Note Modification and Conversion Agreement, as amended. Consistent with the terms of the agreement, the number of shares issued upon conversion was determined by dividing 122% of the principal amount converted by the applicable conversion price. The Company is evaluating the financial accounting impact of the conversion, including the remeasurement of the convertible promissory note to fair value immediately prior to conversion.