Item 1. Legal Proceedings
Item 1. Legal Proceedings
From time to time, we may become involved in various lawsuits and legal proceedings, which arise in the ordinary course of business, which may include, without limitation, actions related to or based on our intellectual property and its use, customer claims, employment practices and employee complaints and other events arising out of our operations. We are currently unaware of any material pending legal proceedings to which we are party or of which our property is the subject. However, we may at times in the future become involved in litigation in the ordinary course of business. When appropriate in management’s estimation, we will record adequate reserves in our financial statements for pending litigation. Litigation is subject to inherent uncertainties, and an adverse result in any such matters could adversely impact our reputation, operations, and our financial operating results or overall financial condition. Additionally, any litigation to which we may become subject could also require significant involvement of our senior management and may divert management’s attention from our business and operations.
I tem 1A. Risk Factors
As a smaller reporting company, we are not required to provide the information required by this item. Please see the “Risk Factors” section in Part I, Item 1A in our Annual Report on Form 10-K for the year ended December 31, 2025.
I tem 2. Unregistered Sales of Equity Securities, Use of Proceeds, and Issuer Purchases of Equity Securities.
On February 26, 2026, the Company issued to Coastlands Capital Partners LP pre-funded warrants to purchase up to 10,204,081 shares of its common stock at an exercise price of $0.01 per share, based on a purchase price of $0.49 per share of underlying common stock, for aggregate proceeds of $5.0 million.
On February 26, 2026, the Company issued to SD MF 4, LLC (“Domicilium”) pre-funded warrants to purchase up to 2,040,816 shares of its common stock at an exercise price of $0.01 per share, in exchange for the extinguishment of the remaining $1.0 million of the Company’s outstanding obligations under its loan agreement with Domicilium.
On March 12, 2026, the Company issued pre-funded warrants to Domicilium to purchase up to 4,081,632 shares of its common stock at an exercise price of $0.01 per share, based on a purchase price of $0.49 per share of underlying common stock, for aggregate proceeds of $2.0 million.
All of these unregistered securities were issued pursuant to Section 4(a)(2) under the Securities Act, relative to transactions by an issuer not involving any public offering, to the extent an exemption from such registration was required.
Item 3. Defaults Upon Senior Securities.
None.
Item 4. Mine Safety Disclosures.
Not applicable.
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