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Item 5. Market for Registrant’s Common Equity

2026-04-15 compared with 2025-03-28 · 52 added, 5 removed, 36 unchanged (61% of the section changed)

4 unchanged sentences

As of March 20, 2026, we had 379 holders of record of our Class A common stock and 3,401,707 shares of Class A common stock issued and outstanding.

Following the Company’s 1-for-5 reverse stock split effected in February 2025 and the 1-for-6 reverse stock split effected in December 2025, the Company’s authorized capital stock consisted of 4,166,667 shares of Class A voting common stock, par value $0.0001 per share, and 50,000,000 shares of Class B non-voting common stock, par value $0.0001 per share.

Class A and Class B common stock have identical rights, preferences, and privileges, except that each share of Class A common stock is entitled to one vote per share, while Class B common stock has no voting rights.

Upon any public or private sale or other disposition by a holder of Class B common stock, such shares automatically convert into shares of Class A common stock on a one-for-one basis.

As of December 31, 2025 and December 31, 2024, the Company had 1,370,010 and 328,436 shares of Class A common stock issued and outstanding, respectively.

No shares of Class B common stock were issued or outstanding at December 31, 2025 and December 31, 2024.

Amendments to Certificates of Designation

On February 20, 2025, the Company filed with the Secretary of State of the State of Nevada (i) an Amendment to the Certificate of Designation of its Series B Preferred Stock (the “Series B Amendment”) and (ii) an Amendment to the Certificate of Designation of its Series C Preferred Stock (the “Series C Amendment” and, together with the Series B Amendment, the “Amendments”).

Each Amendment was approved by the holders of a majority of the outstanding shares of Series B Preferred Stock or Series C Preferred Stock, as applicable, in accordance with the applicable Certificate of Designation.

Pursuant to the Amendments, neither the Series B Preferred Stock nor the Series C Preferred Stock shall be convertible into Class A Common Stock until the earlier of (1) the effectiveness of an amendment to the articles of incorporation of the Company increasing the number of shares of authorized Class A Common Stock to at least 25,000,000 shares (subject to adjustments as set forth therein) and (2) August 19, 2025.

Effective October 1, 2025, all outstanding shares of the Company’s Series C preferred stock were converted into shares of Class A common stock and the terms of the Series B preferred stock were amended.

See Note 12 to the consolidated financial statements.

Reverse Stock Split

On February 12, 2025, the Company filed a Certificate of Change with the Nevada Secretary of State to effect a 1-for-5 reverse stock split of its Class A common stock, which became effective on February 14, 2025.

The reverse split was approved by the Company’s Board of Directors in accordance with Nevada Revised Statutes Section 78.207 and did not require stockholder approval.

Immediately following the reverse stock split, the Company was authorized to issue 3,750,000 shares of Class A common stock, par value $0.0001 per share.

The reverse stock split did not affect the number of authorized shares of Class B non-voting common stock or preferred stock.

On December 16, 2025, the Company filed a Certificate of Change with the Nevada Secretary of State to effect a 1-for-6 reverse stock split of its Class A common stock, which became effective on December 22, 2025.

The reverse split was approved by the Company’s Board of Directors in accordance with Nevada Revised Statutes Section 78.207 and did not require stockholder approval.

Immediately following the reverse stock split, the Company was authorized to issue

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4,166,667 shares of Class A common stock, par value $0.0001 per share.

The reverse stock split did not affect the number of authorized shares of Class B non-voting common stock or preferred stock.

We have never paid cash dividends on our Class A common stock.

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(1) Includes warrants issued to Armistice Capital, Whitehawk, Ryan Legudi, and a third-party investor.

Recent Sales of Unregistered Securities

On February 19, 2025, the Company entered into a Securities Purchase Agreement (the “2025 Purchase Agreement”) with certain institutional accredited investors (the “2025 Investors”), pursuant to which the Company agreed to issue and sell, in a private placement priced at-the-market under the rules of The Nasdaq Stock Market (the “2025 Private Placement”), an aggregate of (i) 260,000 shares (the “2025 Shares”) of the Company’s Class A common stock, (ii) pre-funded warrants (the “2025 Pre-Funded Warrants”) to purchase up to an aggregate of 1,063,000 shares of Class A Common Stock (the “2025 Pre-Funded Warrant Shares”), and (iii) warrants (the “2025 Common Warrants” and, together with the 2025 Pre-Funded Warrants, the “2025 Warrants”) to purchase up to an aggregate of 1,323,000 shares of Class A Common Stock (the “2025 Common Warrant Shares” and, together with the 2025 Pre-Funded Warrant Shares, the “2025 Warrant Shares”).

February 2025 Private Placement

On February 19, 2025, the Company entered into a Securities Purchase Agreement (the “2025 Purchase Agreement”) with certain institutional accredited investors, pursuant to which the Company agreed to issue and sell, in a private placement priced at-the-market under the rules of The Nasdaq Stock Market (the “2025 Private Placement”), an aggregate of (i) 43,333 shares (the “2025 Shares”) of the Company’s Class A common stock, (ii) prefunded warrants (the “2025 Prefunded Warrants”) to purchase up to an aggregate of 177,167 shares of Class A Common Stock (the “2025 Prefunded Warrant Shares”), and (iii) warrants (the “2025 Common Warrants” and, together with the 2025 Prefunded Warrants, the “2025 Warrants”) to purchase up to an aggregate of 220,500 shares of Class A Common Stock (the “2025 Common Warrant Shares” and, together with the 2025 prefunded warrant shares, the “2025 Warrant Shares”).

The purchase price of each 2025 share and accompanying 2025 common warrant was $12.78, and the purchase price of each 2025 prefunded warrant and accompanying 2025 common warrant was $12.78.

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The gross proceeds from the 2025 Private Placement were approximately $2.8 million, before deducting placement agent fees and other private placement expenses.

Each 2025 Pre-Funded Warrant has an initial exercise price of $0.0001 per share (subject to adjustments as set forth therein), is immediately exercisable upon issuance and will expire when exercised in full.

Each 2025 prefunded warrant has an initial exercise price of $0.0006 per share (subject

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to adjustments as set forth therein), is immediately exercisable upon issuance and will expire when exercised in full.

Each 2025 common warrant has an initial exercise price of $12.78 per share (subject to adjustments as set forth therein), is exercisable six months following the date of issuance and will expire five and a half years from the date of issuance.

Pursuant to the Purchase Agreement, on or before the 45th day following the closing of the 2025 Private Placement, the Company has agreed to file a registration statement (the “Registration Statement”) with the Securities Exchange Commission (“SEC”).

The Company further agreed to use commercially reasonable efforts to cause the Registration Statement to be declared effective by the SEC within 60 days after the date of the closing of the 2025 Private Placement, or 90 days after the date of the closing of the 2025 Private Placement if the SEC reviews the Registration Statement.

Pursuant to the Purchase Agreement, the Company filed a registration statement on Form S-3 (the “Registration Statement”) with the Securities Exchange Commission (“SEC”) on April 7, 2025 to register the resale of the 2025 Shares and the 2025 prefunded warrant shares.

The Registration Statement was declared effective by the SEC on April 24, 2025.

Through December 31, 2025, the holders exercised all of the prefunded warrants.

In addition, two of the holders of the 2025 common warrants exercised a total of 147,000 warrants with a total exercise price of $1.9 million.

Use of Proceeds

During the fiscal year ended December 31, 2025, the Company utilized the net proceeds from its Private Placement primarily to support general business operations and make principal payments to our Lender.

These expenditures were directed toward the execution of our core commercial strategy, including the funding of working capital requirements, the expansion of our sales and marketing initiatives, and the continued investment in research and development activities.

Additionally, a portion of the proceeds was allocated to general corporate purposes, such as the enhancement of our internal infrastructure, payment of operating expenses, and the maintenance of our liquidity position.

As of the date of this filing, there have been no material changes to our planned use of proceeds as previously described in the Prospectus filed with the Securities and Exchange Commission on the check date for February 2025.

Pursuant to the Eleventh Amendment to the Credit Agreement with Whitehawk Finance LLC, as lender, and Whitehawk Capital Partners LP, as collateral agent (the “Eleventh Amendment”), 50% of the net proceeds from certain future equity financings or other capital raising transactions must be applied to repay amounts outstanding under the Company’s term loan facility.

Issuer Purchases of Equity Securities

September 2025 Registered Direct Offering

On September 23, 2025, the Company entered into a placement agency agreement with a placement agent and a securities purchase agreement with certain purchasers, pursuant to which the Company issued and sold, in a registered direct offering, an aggregate of 222,222 shares of the Company’s Class A common stock at a price of $18.00 per share.

The offering closed on September 24, 2025.

The gross proceeds to the Company were approximately $4.0 million, before deducting the Placement Agent’s fees and other offering expenses payable by the Company.

Use of Proceeds

Issuer Purchases of Equity Securities

At-the-Market Offering (“ATM Program”)

On October 16, 2025, the Company entered into a Sales Agreement (the “Sales Agreement”) with Alliance Global Partners (the “Agent”), to sell an aggregate of $4,800,000 of shares of its Class A Common Stock, par value $0.0001 per share (the “Shares”), through an “at the market offering” program (“ATM Program”), under which the Agent will act as sales agent or principal.

The sales, if any, of the Shares made under the Sales Agreement will be made by any method permitted by law deemed to be an “at the market offering” as defined in Rule 415(a)(4) promulgated under the Securities Act of 1933, as amended.

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During the year ended December 31, 2025, the Company sold 417,956 shares of its Class A Common Stock under the ATM Program for gross proceeds of approximately $1.06 million.

The Company paid the sales agent commissions of 3.0% of the gross proceeds, totaling approximately $0.03 million.

In addition, the Company incurred professional and other offering expenses of approximately $0.37 million related to the ATM Program.

After deducting commissions and offering expenses, the Company received net proceeds of approximately $0.66 million.

Additional information regarding the Company’s ATM Program is included in Note 12 – Stockholders’ Equity to the Consolidated Financial Statements included in this Annual Report on Form 10-K.

The Company had equity warrants outstanding of 149,298 and 46,200 as of December 31, 2025, and December 31, 2024, respectively.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 5. Market for Registrant’s Common Equity