5 unchanged sentences
Stock Performance Graph
−Removed: The following graph shows the total stockholder’s return on an investment of $100 in cash at market close on December 31, 2019 through December 31, 2024 for (i) our common stock, (ii) the Nasdaq Composite Index and (iii) the Nasdaq Biotechnology Index.
−Removed: Pursuant to applicable Securities and Exchange Commission rules, all values assume reinvestment of the full amount of all dividends, however, no dividends have been declared on our common stock to date.
−Removed: The stockholder return shown on the graph below is not necessarily indicative of future performance, and we do not make or endorse any predictions as to future stockholder return.
−Removed: This graph shall not be deemed “soliciting material” or be deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities under that
−Removed: Section, and shall not be deemed to be incorporated by reference into any of our filings under the Securities Act, whether made before or after the date hereof and irrespective of any general incorporation language in any such filing.
+Added: We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act, and in Item 10(f)(1) of Regulation S-K, therefore this disclosure item is not applicable.
Recent Sales of Unregistered Equity Securities
−Removed: F rom January 1, 2024 through December 31, 2024, there were no sales or issuances of unregistered securities that were not otherwise reported on a Quarterly Report on Form 10-Q or Current Report on Form 8-K.
+Added: On October 20, 2025, the Company entered into a securities purchase agreement with certain accredited investors pursuant to which the Company sold to the investors:
+Added: (i) an aggregate of 4,634,995 shares of the Company’s common stock, par value $0.0001 per share (the “PIPE Shares”), and (ii) warrants (the “PIPE Warrants”) to purchase an aggregate of 463,498 shares of common stock, for an aggregate purchase price of approximately $8.0 million.
+Added: The purchase price for each PIPE Share, inclusive of a PIPE Warrant, was $1.726.
+Added: Each PIPE Warrant entitles the holder to purchase shares of common stock at an exercise price of $0.01 per share, subject to adjustment in the event of stock dividends, stock splits, reorganizations or similar events affecting the Company’s common stock.
+Added: The PIPE Warrants are exercisable at any time on or after the date of issuance and on or prior to October 21, 2030.
+Added: As of December 31, 2025, no PIPE Warrants had been exercised.
+Added: The PIPE Shares and the PIPE Warrants were offered and sold in reliance upon the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended.
+Added: Each investor represented to the Company that it was an “accredited investor” as defined in Rule 501(a) of Regulation D under the Securities Act.
+Added: No placement agent or underwriter was engaged in connection with the Private Placement.
+Added: The Company reimbursed Bering Partners III, L.P.
+Added: for $25,000 in legal fees incurred in connection with the Private Placement.
Issuer Purchases of Equity Securities
2 unchanged sentences
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.