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Unregistered Sales of Equity Securities, Use of Proceeds, and Issuer Purchases of Equity Securities.
−Removed: 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.
−Removed: 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.
−Removed: 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.
+Added: In April 2026, we amended certain pre-funded warrants held by Coastlands and Domicilium to increase the beneficial ownership limitation to 19.99% and permit shares issued upon exercise to be converted back into pre-funded warrants at the holder’s election.
+Added: Following the amendments, Coastlands and Domicilium exercised a portion of their pre-funded warrants for 113,636 shares each, for a total of 227,272 shares of our common stock, at an exercise price of $0.11 per share, for proceeds of less than $0.1 million.
+Added: In May 2026, Coastlands and Domicilium each converted the 113,636 shares of common stock into pre-funded warrants pursuant to the terms of the pre-funded warrant for a total aggregate amount of 227,272 shares of common stock converted into pre-funded warrants, with no proceeds being exchanged..
+Added: In June 2026, in connection with the Company’s uplisting and public offering, we amended certain pre-funded warrants held by Domicilium to increase the beneficial ownership limitation to 19.99% and permit shares issued upon exercise to be converted back into pre-funded warrants at the holder’s election.
+Added: The amendments facilitated the issuance of additional shares of common stock in the offering to satisfy Nasdaq listing requirements.
+Added: Following the amendments, Domicilium exercised a portion of their pre-funded warrants for 600,000 shares common stock, at an exercise price of $0.11 per share, for proceeds of approximately $0.1 million.
+Added: We accounted for the amendments under ASC 815, “Derivatives and Hedging” as a modification of a freestanding equity-classified written call option that remained equity-classified after the modification.
+Added: As the modification was directly attributable to the uplisting and public offering, we measured the incremental fair value using a Black-Scholes valuation model and determined the impact of the modification to be immaterial to the consolidated financial statements.
+Added: In June 2026, we issued options to purchase up to 169,300 shares of common stock to certain of our employees and non-employee directors with an exercise price of $11.00 per share.
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.
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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.