Policies and Practices Related to the Grant of Certain Equity Awards

From time to time, the Company awards stock options to its employees, including the named executive officers. Historically, the Company has awarded new-hire option grants on or soon after a new hire’s employment start date and periodic annual refresh employee option grants, which refresh grants are typically approved at a meeting of the Compensation Committee. Non-employee directors receive automatic initial and annual stock option grants, at the time of a director’s appointment or election to the board and at the time of each annual meeting of our stockholders, respectively, and, at their election, may receive automatic option grants in lieu of annual cash compensation. For additional information on our non-employee director compensation policy see below under the heading, “Director Compensation — Non-Employee Director Compensation Policy.” Annual director option grants are made automatically on the first day of the fiscal year. The Company does not otherwise maintain any written policies on the timing of awards of stock options, stock appreciation rights, or similar instruments with option-like features. The Compensation Committee considers whether there is any material nonpublic information (“MNPI”) about the Company when determining the timing and terms of stock option awards and generally does not time the grant of stock options in relation to the Company’s public disclosure of MNPI. The Company has not timed the release of MNPI for the purpose of affecting the value of executive compensation.

The following table is being provided pursuant to Item 402(x)(2) of Regulation S-K.

Name

(a)

Grant date

(b)

Number of

securities

underlying

the award

(c)

Exercise price

of the

award ($/Sh)

(d)

Grant date

fair value

of the

award

(e)

Percentage change in the

closing market price of the

securities underlying the

award between the trading day

ending immediately prior to

the disclosure of material

nonpublic information and the

trading day beginning

immediately following the

disclosure of material

nonpublic information

(f)⁽¹⁾

Robert C. Jahr

July 1, 2025

800,000

$1.58

$1,138,695

1.25%

(1)	The option grant reported in this table was made on the day that the Company filed a Form 8-K under Item 5.02 reporting the appointment of Mr. Jahr as President and Chief Executive Officer of the Company and as a member of the Board.

Award Timing Predetermined

true

Award Timing, How MNPI Considered

The Compensation Committee considers whether there is any material nonpublic information (“MNPI”) about the Company when determining the timing and terms of stock option awards and generally does not time the grant of stock options in relation to the Company’s public disclosure of MNPI. The Company has not timed the release of MNPI for the purpose of affecting the value of executive compensation.

Awards Close in Time to MNPI Disclosures, Table

The following table is being provided pursuant to Item 402(x)(2) of Regulation S-K.

Name

(a)

Grant date

(b)

Number of

securities

underlying

the award

(c)

Exercise price

of the

award ($/Sh)

(d)

Grant date

fair value

of the

award

(e)

Percentage change in the

closing market price of the

securities underlying the

award between the trading day

ending immediately prior to

the disclosure of material

nonpublic information and the

trading day beginning

immediately following the

disclosure of material

nonpublic information

(f)⁽¹⁾

Robert C. Jahr

July 1, 2025

800,000

$1.58

$1,138,695

1.25%

(1)	The option grant reported in this table was made on the day that the Company filed a Form 8-K under Item 5.02 reporting the appointment of Mr. Jahr as President and Chief Executive Officer of the Company and as a member of the Board.

Awards Close in Time to MNPI Disclosures

Underlying Securities

800,000

Fair Value as of Grant Date | $

$ 1,138,695