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Insider Trading Arrangements
9 Months Ended
Sep. 30, 2025
Trading Arrangements, by Individual [Table]  
Material Terms of Trading Arrangement [Text Block]

ITEM 5. OTHER INFORMATION.

 

During the period covered by this Quarterly Report, none of the Company’s directors or executive officers has adopted or terminated a Rule 10b5-1 trading arrangement or a non-Rule 10b5-1 trading arrangement (each as defined in Item 408 of Regulation S-K under the Securities Exchange Act of 1934, as amended).

 

On November 12, 2025, we issued a consultant warrants to purchase 400,000 shares of common stock with an exercise price of $0.49 per share to an entity providing consulting services, which warrants will vest in four equal annual installments over four years, subject to the entity's continued provision of consulting services to the Company. The warrant was issued pursuant to the exemption from the registration requirements of the Securities Act of 1933 available under Section 4(a)(2) thereunder.

 

On November 12, 2025, the Compensation Committee of our board of directors approved, and we issued each of the independent members of our board of directors, ten-year options to purchase 150,000 shares of our common stock with an exercise price of $0.49 per share, which vest one year from the date of grant, provided the directors are serving on our board of directors on such vesting date.

 

On November 12, 2025, the Compensation Committee of our board of directors approved, and we issued, in connection with our 2024/2025 compensation year, Walter Klemp, our Chief Executive Officer; Jonathan P. Foster, our Chief Financial Officer; and Donald Picker, our Chief Science Officer: (i) ten-year options to purchase 830,000 shares; 600,000 shares; and 200,000 shares, respectively, of our common stock with an exercise price of $0.49 per share, which vest in four equal annual installments subject to the respective executive officer’s continued service with us as of each such vesting date; and (ii) performance stock units to acquire 750,000 shares; 400,000 shares; and 200,000 shares, respectively, of our common stock, which vest upon the attainment of certain milestones related to our lead clinical trial.

 

In July 2025, we entered into an at-the-market equity agreement (the 2025 ATM Agreement) with Roth Capital Partners, LLC (Roth). Pursuant to the terms of the 2025 ATM Agreement, we may offer and sell shares of our common stock having an aggregate offering price of up to $6.5 million from time to time through or to Roth acting as our sales agent or principal. On November 13, 2025, we sold 500,000 shares of common stock pursuant to the 2025 ATM agreement at an average price of $0.444 per share. Pursuant to the terms of our Series F warrants, due to the issuance of shares pursuant to the 2025 ATM Agreement at a price below the exercise price of such warrants, the exercise price of the Series F warrants was reduced to $0.43 per share.

Rule 10b5-1 Arrangement Adopted [Flag] false
Non-Rule 10b5-1 Arrangement Adopted [Flag] false
Rule 10b5-1 Arrangement Terminated [Flag] false
Non-Rule 10b5-1 Arrangement Terminated [Flag] false