Under the Company’s amended and restated certificate of incorporation, the Company is authorized to issue 5,000,000 shares of preferred stock with a $0.0001 par value. No shares of preferred stock were outstanding as of December 31, 2024 and 2023.

As of December 31, 2024, there were 1,486,009 shares of common stock outstanding. Each share of common stock is entitled to one vote. The holders of the common stock, on an as converted basis, are entitled to receive dividends whenever funds are legally available and when declared by the board of directors of the Company. To date, no dividends have been declared.

In February 2024, the Company entered into an underwriting agreement (the “Underwriting Agreement”) with Craig-Hallum Capital Group LLC and Laidlaw & Company (UK) Ltd. (collectively, the “Underwriters”), relating to the issuance and sale of 427,886 common stock units (the “Common Stock Units”) at a public offering price of $8.16 per Common Stock Unit and, to certain investors, 491,221 pre-funded warrant units (the “PFW Units”) at a public offering price of $8.1588 per PFW Unit (the “February 2024 Offering”). Each Common Stock Unit consisted of (i) one share of common stock, (ii) a Series A Warrant to purchase one share of common stock (the “Series A Warrant”), (iii) a Series B Warrant to purchase one share of common stock (the “Series B Warrant”), and (iv) a Series C Warrant to purchase one share of common stock (the “Series C Warrant”). Each PFW Unit consisted of (i) a pre-funded warrant to purchase one share of common stock (the “Pre-Funded Warrants”), (ii) a

Series A Warrant, (iii) a Series B Warrant, and (iv) a Series C Warrant. The Company also issued warrants to the Underwriters to purchase up to 45,955 shares of common stock, equal to 5% of the securities sold in the February 2024 Offering (the “Representatives’ Warrants”). The Series A Warrants are fully exercisable and are recognized as a freestanding financial instruments. In accordance with the terms and provisions of the Series C Warrants, the Series C Warrants were not exercisable, in part or in whole, at any time unless the Series B Warrants had been exercised. If Series B Warrants were not exercised before November 13, 2024, the corresponding Series C Warrants were no longer deemed outstanding and could not be exercised. Furthermore, the Series B Warrants and Series C Warrants could not be transferred by the holder without the consent of the Company, and, therefore the Series B Warrants and Series C Warrants were accounted for as a single unit of account.

Net cash proceeds from the February 2024 Offering was $6.2 million after deducting underwriter and offering expenses. The Pre-Funded Warrants, Series A Warrants, Series B Warrants, and Series C Warrants are equity classified and were recognized as additional paid-in capital in the balance sheets. The Representatives’ Warrants were accounted for under ASC 718, Compensation — Stock Compensation, and were recognized as an equity issuance cost at their grant date fair value within additional paid-in capital in the balance sheets.

On August 29, 2024, the Company filed a universal shelf registration statement on Form S-3 (the “Shelf Registration Statement”), covering the offering of up to $50.0 million of common stock, preferred stock, debt securities, warrants, and/or units, subject to the “Baby Shelf Limitation” which limits the amount that the Company can offer to up to one-third of its public float during any 12-month period so long as our public float remains below $75.0 million. The Shelf Registration Statement was declared effective by the SEC on September 6, 2024.

As of December 31, 2024, there have been no shares of common stock, preferred stock, debt securities, warrants, and/or units issued under the Shelf Registration Statement.

The Company had previously entered into a Sales Agreement (the “Sales Agreement”) with H.C. Wainwright & Co., LLC (“Wainwright”), under which the Company may, from time to time, sell shares of its common stock having an aggregate offering price of up to approximately $1.9 million through Wainwright (the “ATM Offering”). The Shelf Registration Statement included a prospectus covering the offering, issuance and sale of up to approximately $1.9 million of the Company’s common stock from time to time through the ATM Offering (the “ATM Prospectus”). In November 2024, the Company filed a prospectus supplement to amend and supplement the ATM Prospectus to update the amount of shares it is eligible to sell under the “Baby Shelf Limitation” to $3.1 million under the Sales Agreement.

The Company did not issue any shares of common stock pursuant to the ATM Offering during the years ended December 31, 2024.

In each of March, June and September 2024, the Company entered into substantially similar amendments with certain holders of its Series B Warrants and Series C Warrants (individually, the “March 2024 Warrant Amendment,” “June 2024 Warrant Amendment,” and the “September 2024 Warrant Amendment,” respectively and collectively, the “Warrant Amendments”). Pursuant to the Warrant Amendments, to the extent a holder exercised its Series B Warrants prior to their respective exercise deadlines, as defined in the amendment documents (the “Amendment Exercise Deadline”), the holder’s corresponding Series C Warrants vested and became exercisable for the lesser of (i) three times the number of Series B Warrants exercised by the Holder and (ii) the total number of Series C Warrants outstanding to the holder. Following each Amendment Exercise Deadline, if the holder exercised any remaining Series B Warrants, the remaining Series C Warrants, if any, vested and became exercisable on a one-for-one basis as to the same number of Series B Warrants exercised.

The Warrant Amendments allowed a holder to elect to receive Pre-Funded Warrants upon exercise of Series B Warrants and Series C Warrants in lieu of shares of the Company’s common stock, at a purchase price of $8.1588 per warrant exercised and an exercise price of $0.0012 per Pre-Funded Warrant.

Net cash proceeds from the March, June and September 2024 Warrant Amendment were $1.2 million, $0.3 million and $0.4 million, respectively, after deducting underwriter commissions and offering expenses. The Warrant Amendments were entered into to encourage the exercise of Series B Warrants in order to obtain capital to meet the Minimum Stockholders’ Equity

Requirement as more fully discussed in Note 1. Organization and Basis of Presentation. The Warrant Amendments neither changed the number of shares of common stock underlying each series of warrants nor its equity classification. The incremental change in fair value from the Warrant Amendments was accounted for as equity issuance costs and recognized within additional paid-in capital in the balance sheets.

In September 2024, the Company also entered into an amendment with certain holders of its Series A Warrants, Series B Warrants and Series C Warrants (the “September 2024 Exercise Price Warrant Amendment”). Pursuant to the September 2024 Exercise Price Warrant Amendment, such holders who agreed to pay a non-refundable up-front payment of $3.99 per Series A Warrant or Series C Warrant prior to September 30, 2024 deadline (as defined in the September 2024 Exercise Price Amendment) had the exercise price reduced for each of the Series A Warrants and Series C Warrants from $8.16 to $0.01 (such Series A Warrants and Series C Warrants modified to have a reduced exercise price referred to as the “Modified Series A Warrants” and “Modified Series C Warrants”). To the extent such holder did not elect to modify all outstanding Series A Warrants and Series C Warrants, the remaining Series A Warrants and Series C Warrants held by each holder retained an exercise price of $8.16 per Series A Warrant or Series C Warrant.

Net cash proceeds from the September 2024 Exercise Price Warrant Amendment were $2.5 million after deducting underwriter and offering expenses. The September 2024 Exercise Price Warrant Amendment was entered to encourage the modification of Series A Warrants and Series C Warrants in order to obtain capital to meet the Minimum Stockholders’ Equity Requirement. The September 2024 Exercise Price Warrant Amendment neither changed the number of shares of Common Stock underlying each series of warrants nor its equity classification. The incremental change in fair value from the September 2024 Exercise Price Warrant Amendment was an equity issuance cost and was recognized within additional paid-in capital in the balance sheets.

In connection with the September 2024 Exercise Price Warrant Amendment, the Company entered into a letter agreement, dated September 27, 2024 (the “Letter Agreement”), with certain affiliates of Nantahala Capital Management, LLC (collectively, “Nantahala”), pursuant to which, subject to certain limitations, the Company provided Nantahala the right to appoint (or cause to be nominated) (i) one member of the Company’s board of directors (the “Board”) and one member of each Board committee so long as Nantahala, together with its affiliates, beneficially owns at least 5.0% of the Company’s outstanding shares of common stock and (ii) two members of the Board so long as Nantahala, together with its affiliates, beneficially owns at least 15.0% of the Company’s outstanding shares of common stock, subject to certain exceptions.

Each of the outstanding warrants is convertible on a one-for-one basis into the Company’s common stock and are fully exercisable as of December 31, 2024. The following table is a summary of the Company’s warrants outstanding as of December 31, 2024:



	Number of
	Warrants Outstanding		Exercise Price		Initial Exercise Date	Expiration Date
Pre-Funded Warrants		528,609	$	0.0012	February 13, 2024	Until Exercised in Full
Series A Warrants		354,022	$	8.16	February 13, 2024	February 13, 2029
Modified Series A Warrants(1)		281,080	$	0.01	February 13, 2024	February 13, 2029
Series C Warrants		392,754	$	8.16	February 13, 2024	February 13, 2029
Modified Series C Warrants(1)		250,627	$	0.01	February 13, 2024	February 13, 2029
Representativesʼ Warrants		45,955	$	13.47	August 13, 2024	February 13, 2029
Total warrants		1,853,047

In August 2024, the Company issued 84,436 shares of common stock for de minimis proceeds, through the exercise of Pre-Funded warrants with an exercise price per share of $0.0012.

In October 2024, the Company issued 499,221 shares of common stock for net proceeds of $3.6 million, through the exercise of 191,911 Series A Warrants, 163,398 Series B Warrants, 91,911 Series C Warrants and 52,001 Pre-Funded Warrants at a

weighted-average exercise price of $7.31 per share. Pursuant to the terms and provisions of the Series B and Series C Warrants issued in the February 2024 Offering, 502,428 Series B Warrants and 159,308 Series C Warrants expired on November 13, 2024. No other warrants expired during the year ended December 31, 2024.

There were no warrants outstanding as of December 31, 2023. During the year ended December 31, 2023, no warrants were exercised or expired.

In August 2013, the Company’s board of directors adopted the 2013 Equity Incentive Award Plan (the “2013 Plan”), which allows the Company to grant stock options, stock appreciation rights, restricted stock, restricted stock units and other awards to individuals who are then employees, officers, non-employee directors or consultants of the Company. The 2013 Plan was most recently amended by the Company’s stockholders in May 2024 (the “Restated 2013 Plan”) to increase the number of shares of common stock authorized for future issuance to an aggregate of 449,608 shares and extends the term of the Restated 2013 Plan to March 2034. The Restated 2013 Plan maintains its evergreen provision, which increases the number of shares available for issuance annually on the first day of each fiscal year by the number of shares equal to the least of (a) six percent of the outstanding shares of common stock on the last day of the immediately preceding calendar year, and (b) such other amount determined by the Company’s board of directors. Notwithstanding the foregoing, the number of shares of common stock that may be issued or transferred pursuant to incentive stock options under the Restated 2013 Plan may not exceed an aggregate of 20,833,333 shares.

As of December 31, 2024, 449,608 shares of common stock remain reserved for future issuance under the Restated 2013 Plan. On January 1, 2025, the Company further increased the number of shares reserved for issuance under the 2013 Plan by 89,161 shares, to a total of 538,769 shares available for future grant under the Restated 2013 Plan.

Stock options granted under the 2013 Plan have ten-year terms from the date of grant and generally vest over a one year or four year period.

The following table summarizes the Company’s stock option activity under the Restated 2013 Plan during the year ended December 31, 2024:


						Weighted-Average
						Remaining
				Weighted-Average		Contractual		Aggregate
	Shares			Exercise Price		Term (in years)		Intrinsic Value
Outstanding at December 31, 2023		51,983		$	170.90		7.1
Granted		126,015			5.29
Expired		(248	)		1,036.80
Forfeited or cancelled		(51,735	)		166.75
Outstanding at December 31, 2024		126,015		$	5.29		7.2	$	—
Vested and expected to vest at December 31, 2024		126,015		$	5.29		7.2	$	—
Exercisable at December 31, 2024		5,442		$	5.27		7.5	$	—

The weighted-average grant date fair value per share of employee stock options granted during the years ended December 31, 2024 and 2023, was $4.35 and $29.04, respectively. During the years ended December 31, 2024 and 2023, no options were exercised.

In November 2024, the Board approved the cancelation of all out-of-the money options with an exercise price greater than or equal to $25.00 per share. Since a re-grant did not accompany the cancelation nor did the option holders receive other consideration, the Company accounted for the cancelation as a repurchase of the options for no consideration and accordingly

recognized all previously unrecognized expense, of $0.1 million, as of the cancelation date. On November 30, 2024, the Company cancelled 34,617 options held by eight grantees with a weighted-average exercise price of $164.47.

The estimated fair value of each stock option award granted was determined on the date of grant using the Black Scholes option-pricing valuation model with the following assumptions:


	Year Ended December 31,
	2024	2023
Risk free interest rate	3.8% – 4.5%	1.34% – 3.39%
Expected option term (in years)	5.5 – 6.0	5.5 – 6.0
Volatility of common stock	105.8% – 107.1%	99.3% – 103.6%
Expected dividend yield	0.0%	0.0%

In June 2013, the Company’s board of directors adopted the 2013 Equity Employee Share Purchase Plan (the “2013 ESPP”), which allows eligible employees to purchase shares of the Company’s common stock through payroll deductions at a price equal to 85% of the lesser of the fair market value of the Company’s common stock on the first trading day of the offering period or on the applicable purchase date. The offering period is determined by the compensation committee and may be up to 27 months long. Current offering periods commence on each of September 1 and March 1 during the term. Purchase dates will be set for the last trading day in each six-month period and will occur on each of August 31 and February 28 (unless such days are not trading days). The 2013 ESPP was most recently amended by the Company’s stockholders in May 2023 (the “Restated 2013 ESPP”) to increase the number of shares of common stock authorized for future issuance to an aggregate of 104,166 shares and extends the term of the Restated 2013 ESPP until terminated by the board of directors. The Restated 2013 ESPP also amended its evergreen provision, which increases the number of shares available for issuance annually on the first day of each fiscal year, such that the number of shares equal to the least of (a) one percent of the outstanding shares of common stock on the last day of the immediately preceding calendar year, and (b) such other amount determined by the Company’s board of directors. Notwithstanding the foregoing, the number of shares of common stock that may be issued or transferred pursuant to incentive awards under the Restated 2013 ESPP may not exceed an aggregate of 833,333 shares.

During the years ended December 31, 2024 and 2023, there were no shares of common stock issued under the Restated 2013 ESPP. As of December 31, 2024, 14,900 shares of common stock remain reserved for future issuance under the Restated 2013 ESPP. On January 1, 2025, the Company further increased the number of shares reserved for issuance under the Restated 2013 ESPP by 14,860 shares, making 29,760 options available for future grant under the Restated 2013 ESPP.

Stock-based compensation expense includes charges related to employee stock purchases under the ESPP and stock option grants. The Company measures stock-based compensation expense based on the grant date fair value of any awards granted to its employees. Such expense is recognized over the period of time that employees provide service and earn rights to the awards.

The Company recognized stock-based compensation expense as follows:


	Year Ended December 31,
	2024		2023
Research and development	$	4,231	$	2,840
Selling, general and administrative		768,890		1,125,269
Total stock-based compensation expense	$	773,121	$	1,128,109


	Year Ended December 31,
	2024		2023
Stock options	$	766,908	$	1,128,109
ESPP		6,213		—
Total stock-based compensation expense	$	773,121	$	1,128,109

As of December 31, 2024, there was approximately $0.5 million of unrecognized compensation costs related to outstanding options, which are expected to be recognized over a weighted-average period of 2.6 years.

As of December 31, 2024, there was approximately $3,000 of unrecognized compensation costs related to the ESPP, which are expected to be recognized over a weighted-average period of 0.2 years.