SHAREHOLDERS’ EQUITY

3 Months Ended

Mar. 31, 2026

Equity [Abstract]

SHAREHOLDERS’ EQUITY

NOTE 5 – SHAREHOLDERS’ EQUITY

Common Stock

At the Market (ATM) Offering

In January 2026, the Company filed a shelf registration statement on Form S-3, registering up to $75,000 in aggregate securities and, in conjunction therewith, filed a prospectus supplement for the sale of up to $4,500 of common stock pursuant to an At the Market Offering Agreement (the “ATM Agreement”) with H.C. Wainwright and Co., LLC (the “Placement Agent”). Under the ATM Agreement, the Placement Agent will be entitled to 3.0% of the gross proceeds of any sales made under the ATM Agreement. As a result of the ATM offering, during the three months ended March 31, 2026, the Company raised gross proceeds of $385 through the sale of 589,845 shares of its common stock. Net proceeds were $367 after the deduction of offering costs.

Common Stock Issued for Cash Upon Closing of the Company’s Private Financing

On January 14, 2025, the Company entered into a securities purchase agreement (“SPA”) and registration rights agreement with an investor for the sale and issuance of 2,500,000 units (the “Pre-Funded Units”), with each Pre-Funded Unit consisting of a pre-funded warrant to purchase one share of common stock, exercisable for $0.001 per share, and a common warrant to purchase one and one half shares of common stock (an aggregate of 3,750,000), exercisable at $1.399 per share. On January 16, 2025, the Company closed on the sale of the Pre-Funded Units for a total purchase price of $3,500 (or $1.40 per Pre-Funded Unit). Net proceeds received by the Company relating to the financing, and subsequent exercise of prefunded warrants was $3,058.

The pre-funded warrants have an exercise price of $0.001 per share and are immediately exercisable and will expire when exercised in full. The common warrants have an exercise price of $1.40 per share, will be exercisable six months from issuance and will expire five and a half years from the issuance date. During the year ended December 31, 2025, the investor exercised 2,500,000 shares of the pre-funded warrants and as of December 31, 2025, there were no pre-funded shares remaining unexercised.

Adoption of the 2023 Equity Incentive Plan

In July 2023, the Company’s board of directors and stockholders adopted the 2023 Equity Incentive Plan (the “2023 Plan”). Under the 2023 Plan, the Company may grant incentive stock options to employees, including employees of any parent or subsidiary, and nonstatutory stock options, stock appreciation rights, restricted stock awards, RSU awards, performance awards and other forms of stock compensation to employees, directors and consultants, including employees and consultants of the Company’s affiliates. As approved, a total of 1,650,000 shares of common stock were initially reserved for issuance under the 2023 Plan. As of each of March 31, 2026, and December 31, 2025, a total of 877,395 shares remained available for issuance under the 2023 Plan, respectively.

Grant of Restricted Stock Units (RSUs)

The following table summarizes restricted common stock activity during the three months ended March 31, 2026:

	Number of Restricted Shares		Fair Value			Weighted Average Grant Date Fair Value
Unvested, December 31, 2025		772,605		813			1.05
Granted		—		—			—
Vested		—		(259	)		—
Forfeited		—		—			—
Unvested, March 31, 2026		772,605	$	554		$	1.05

During the three months ended March 31, 2026 and 2025, the Company recorded $259 and $76, respectively, of stock compensation-related expense for the fair value vesting of restricted common stock. As of March 31, 2026, $554 of unamortized compensation remained.

Stock Warrants

The table below summarizes the Company’s warrant activities for the three months ended March 31, 2026:

	Number of Warrant Shares		Exercise Price Range Per Share		Weighted Average Exercise Price
Balance, December 31, 2025		4,281,038		0.40 - 4.80		1.48
Granted		—		—		—
Cancelled		—		—		—
Exercised		—		—		—
Forfeited/Expired		—		—		—
Balance, March 31, 2026		4,281,038	$	0.40 – 4.80	$	1.48
Vested and exercisable, March 31, 2026		4,281,038	$	0.40 – 4.80	$	1.48

The following table summarizes information concerning outstanding and exercisable warrants as of March 31, 2026:

		Warrants Outstanding						Warrants Exercisable
Range of Exercise Prices		Number Outstanding		Average Remaining Contractual Life (in years)		Weighted Average Exercise Price		Number Exercisable		Average Remaining Contractual Life (in years)		Weighted Average Exercise Price
$	0.40 - 0.46		17,850		4.17	$	0.46		17,850		4.17	$	0.46
	1.23 - 2.40		4,154,688		3.77		1.40		4,154,688		3.77		1.40
	4.80		108,500		3.50		4.80		108,500		3.50		4.80
$	0.40 - 4.80		4,281,038		3.76	$	1.48		4,281,038		3.76	$	1.48

The intrinsic value for warrant shares outstanding as of March 31, 2026 was $2.