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Warrants

9 Months Ended

Sep. 30, 2025

Note 12 - Warrants

The following table summarizes the activity of warrants outstanding:

	Number of Warrants
Beginning balance as of January 1, 2025		1,128
Granted		34,338,488
Exercised		(8,039,000	)
Expired		—
Exchanged		—
Ending balance as of September 30, 2025		26,300,616

Exercisable as of September 30, 2025		26,299,859

The weighted average exercise price of warrants outstanding as of September 30, 2025 was $2.77. The weighted average exercise price of exercisable warrants outstanding as of September 30, 2025 was $2.77.

Warrants Granted

January 2025 Public Offering

As part of its compensation for acting as placement agent for the January Offering (refer to Note 9), the Company issued ThinkEquity warrants (the “Placement Agent Warrants”) to purchase 72,727 shares of common stock. The Placement Agent Warrants are exercisable commencing January 10, 2025, expire January 8, 2030 and have an exercise price of approximately $17.1875 per share.

The Placement Agent Warrants are classified as a contingently redeemable warrant in accordance with ASC 718, since these warrants did qualify for equity classification, but could be settled in cash or other assets in the event that another person or entity becomes the beneficial owner of 50% of the outstanding shares of the Company’s common stock. Because this contingently redeemable feature could result in the warrant holders receiving additional compensation not on par with the holders of common stock, the Placement Agent Warrants were classified as temporary equity and therefore reported in “Mezzanine Equity” on the Company’s condensed consolidated balance sheets as of September 30, 2025.

The measurement of fair value of the warrants was determined utilizing a Black-Scholes model considering all relevant assumptions current at the date of issuance (i.e., share price of $7.31, exercise price of $17.1875, term of five years, volatility of 98%, risk-free rate of 4.6%, and expected dividend rate of 0%). The proceeds of the January Offering were allocated to each of the warrants and the common stock based on their relative fair value.

The grant date fair value of the warrants and shares of common stock on January 10, 2025 is summarized below and is reflected as temporary equity for the warrants and within additional paid-in capital for the common stock as of September 30, 2025.

Instrument	Grant Date Fair Value
Common stock	$	19,663,008
Placement Agent Warrants	$	337,000

March 2025, June 2025 and September 2025 Public Offerings

As part of the March Offering, June Offering and September Offering (refer to Note 9), the Company issued pre-funded warrants (the “Pre-funded Warrants”) to purchase up to an aggregate of 7,012,800 shares of common stock, and common warrants (the “Common Warrants”) to purchase up to an aggregate of 25,955,200 shares of common stock.

Each Pre-funded Warrant was immediately exercisable upon issuance, has an exercise price of $0.001 per share and may be exercised at any time until all of the Pre-funded Warrants are exercised in full. Each Common Warrant was immediately exercisable upon issuance and expires on the fifth anniversary of the date of issuance. The Common Warrants issued in connection with the March Offering have an exercise price of $1.36. The Common Warrants issued in connection with the June Offering and the September Offering have an exercise price of $2.00.

Upon closing of the March Offering and June Offering, the Company issued ThinkEquity, as partial compensation, warrants (the “Representative’s Warrants”) to purchase up to 147,060 and 457,150 shares of common stock, respectively. The Representative’s Warrants issued in connection with the March Offering and June Offering have an exercise price of $1.70 and $2.1875 per share, respectively. Upon closing of the September Offering, the Company issued ThinkEquity, as partial compensation, warrants (the “Placement Agent Warrants”) to purchase up to 625,000 shares of common stock at an exercise price of $2.00 per share. The Representative’s Warrants and the Placement Agent Warrants are exercisable, in whole or in part, immediately upon issuance until the five-year anniversary of the commencement of sales of securities in the March Offering, June Offering and September Offering, respectively.

In connection with closing multiple exercises of the Over-Allotment Option during July 2025 (refer to Note 9), the Company issued ThinkEquity additional Representative’s Warrants to purchase an aggregate of 68,551 shares of common stock at an exercise price of $2.1875 per share with the same terms as the Representative’s Warrants issued in connection with the initial closing of the June Offering. The grant date fair value of the additional Representative’s Warrants was determined to be approximately $94,000.

Similar to the Placement Agent Warrants issued to ThinkEquity in connection with January Offering, as described above in this note section, the Representative’s Warrants and the Placement Agent Warrants issued in connection with the March Offering, June Offering and September Offering were determined to be temporary equity under ASC 718 and therefore reported in “Mezzanine Equity” on the Company’s condensed consolidated balance sheets. The Common Warrants and Pre-funded Warrants issued in connection with the March Offering, June Offering and September Offering were determined to be liability classified. The Common Warrants and Pre-funded Warrants were recognized at fair value at issuance, with a gain in change in fair value of approximately $2.2 million in the three months ended September 30, 2025 and a loss of $3.3 million for the nine months ended September 30, 2025 reported in “change in fair value of warrant liability” on the Company’s condensed consolidated statements of operations.

The measurement of fair value of the Representative’s Warrants issued in connection with the March Offering was determined utilizing a Black-Scholes model considering all relevant assumptions current at the date of issuance (i.e., share price of $1.09, exercise price of $1.70, term of five years, volatility of 103%, risk-free rate of 4%, and expected dividend rate of 0%). The measurement of fair value of the Common Warrants issued in connection with the March Offering was determined utilizing a Black-Scholes model considering all relevant assumptions current at the date of issuance (i.e., share price of $1.09, exercise price of $1.36, term of five years, volatility of 103%, risk-free rate of 4%, and expected dividend rate of 0%).

The measurement of fair value of the Representative’s Warrants issued in connection with the June Offering was determined utilizing a Black-Scholes model considering all relevant assumptions current at the date of issuance (i.e., share price of $1.66, exercise price of $2.1875, term of five years, volatility of 106%, risk-free rate of 3.8%, and expected dividend rate of 0%). The measurement of fair value of the Common Warrants issued in connection with the June Offering was determined utilizing a Black-Scholes model considering all relevant assumptions current at the date of issuance (i.e., share price of $1.66, exercise price of $2.00, term of five years, volatility of 106%, risk-free rate of 3.8%, and expected dividend rate of 0%).

The measurement of fair value of the Placement Agent Warrants and Common Warrants issued in connection with the September Offering was determined utilizing a Black-Scholes model considering all relevant assumptions current at the date of issuance (i.e., share price of $1.51, exercise price of $2.00, term of five years, volatility of 109%, risk-free rate of 3.6%, and expected dividend rate of 0%).

The March Offering, June Offering and September Offering proceeds were allocated to each of the warrants and the common stock based on their relative fair value. The grant date fair value of the warrants and shares of common stock on March 31, 2025 (March Offering), June 26, 2025 (June Offering) and September 15, 2025 (September Offering) is summarized below in the aggregate and is reflected as temporary equity (“Mezzanine Equity”) for the Representative’s Warrants and Placement Agent Warrants, a warrant liability for the Common Warrants and Pre-funded Warrants, and within additional paid-in capital for the common stock as of September 30, 2025.

Instrument	Grant Date Fair Value March Offering		Grant Date Fair Value June Offering		Grant Date Fair Value September Offering		Total
Common stock	$	765	$	6,231		10,575	$	17,571

Warrants:
Pre-funded Warrants	$	2,957,949	$	5,092,738	$	3,078,075	$	11,128,762
Representative’s Warrants and Placement Agent Warrants	$	115,000	$	572,000	$	722,000	$	1,409,000
Common Warrants	$	2,395,000	$	13,334,000	$	14,445,000	$	30,174,000
Total Fair Value of Warrants Issued	$	5,467,949	$	18,998,738	$	18,245,075	$	42,711,762

Given that the aggregate gross proceeds of approximately $20.0 million from the March Offering (approximately $4.0 million) and June Offering (approximately $16.0 million) was less than the total fair value of the warrants issued, the Company recorded a loss on excess fair value at issuance of approximately $4.5 million for the nine months ended September 30, 2025, which is reported in “warrant issuance expense” on the Company’s condensed consolidated statements of operations. Given that the gross proceeds of $20.0 million from the September Offering exceeded the total fair value of the warrants issued, the Company did not record a loss during the three months ended September 30, 2025.

In addition, an aggregate of $0.8 million and $2.1 million of underwriting discounts and commissions and other expenses relating to the March Offering, June Offering and September Offering were allocated, based on the fair value at the time of issuance, to the warrant instruments for the three and nine months ended September 30, 2025, respectively, which is reported in “warrant issuance expense” on the Company’s condensed consolidated statements of operations.

Warrants Exercised

During the nine months ended September 30, 2025, 2,176,000 Pre-funded Warrants from the March Offering were exercised at an exercise price per share of $0.001, resulting in the issuance of 2,176,000 shares of common stock and cash proceeds to the Company of $2,176. During the nine months ended September 30, 2025, 2,884,500 Common Warrants from the March Offering were exercised at an exercise price per share of $1.36, resulting in the issuance of 2,884,500 shares of common stock and cash proceeds to the Company of approximately $3.9 million. As of September 30, 2025, there were no Pre-funded Warrants and 56,700 Common Warrants outstanding from the March Offering.

During the nine months ended September 30, 2025, 2,911,800 Pre-funded Warrants from the June Offering were exercised at an exercise price per share of $0.001, resulting in the issuance of 2,911,800 shares of common stock and cash proceeds to the Company of $2,912. During the nine months ended September 30, 2025, 66,700 Common Warrants from the June Offering were exercised at an exercise price per share of $2.00, resulting in the issuance of 66,700 shares of common stock and cash proceeds to the Company of approximately $0.1 million. As of September 30, 2025, there were no Pre-funded Warrants and 10,447,330 Common Warrants outstanding from the June Offering.