What changed in this filing

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Item 9A. Controls and Procedures

2026-03-30 compared with 2025-03-10 · 601 added, 502 removed, 1349 unchanged (45% of the section changed)

53 unchanged sentences

Millard, Ph.D.

Operating Officer (consultant)

Operating Officer

Pestano, Ph.D.

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of California-San Francisco.

has served as a member of our Board since December 2, 2019.

Benton was the President, Chief Executive Officer

and Trustee of Pepperdine University from June 2000 to July 2019.

Benton was the former chairman of both the American Council of

Education, the major coordinating body for all of the nation’s higher education institutions, and the National Association of Independent

Colleges and Universities.

Benton is also past chair of the Association of Independent California Colleges and Universities and a

member of the American Bar Association, the Council for Higher Education Accreditation, the President’s Cabinet of the West Coast

Conference, the Association of Presidents of Independent Colleges and Universities, and the Los Angeles World Affairs Council.

holds an undergraduate degree in American studies from Oklahoma Christian University and a J.D.

from Oklahoma University.

Benton’s experience governing academic and other institutions qualifies him to serve on our Board.

Chang serves as Chief Executive Officer of Westlake Realty Group and Chairman of Westlake International Group where he has worked

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business and affairs are managed under the direction of the Board.

Our Board consists of eight directors, which are divided into three

classes (Class I, II and III) with Class I and III each consisting of three directors and Class II consisting of two directors.

Our Board consists of seven directors, which are divided into three

classes (Class I, II and III) with Class I and II each consisting of two directors and Class III consisting of three directors.

standing committees of our Board consist of an audit committee, a compensation committee and a nominating and corporate governance committee.

5 unchanged sentences

have an audit committee consisting of Steve R.

Martin, who serves as the chairperson, Bob Gower and Andrew Benton.

Each member of the

audit committee qualifies as an independent director under the Nasdaq corporate governance standards and the independence requirements

of Rule 10A-3 of the Exchange Act.

Martin, who serves as the chairperson, Bob Gower and Lee Rauch.

Each member of the audit

committee qualifies as an independent director under the Nasdaq corporate governance standards and the independence requirements of Rule

10A-3 of the Exchange Act.

Our Board has determined that Steve R.

Martin qualifies as an “ audit committee financial

expert ” as such term is defined in Item 407(d)(5) of Regulation S-K and possesses financial sophistication, as defined under

the rules of Nasdaq.

Martin qualifies as an “ audit committee financial expert ”

as such term is defined in Item 407(d)(5) of Regulation S-K and possesses financial sophistication, as defined under the rules of Nasdaq.

purpose of the audit committee is to prepare the audit committee report required by the SEC to be included in our proxy statement and

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or waivers of, provisions of our code of ethics on our website.

Trading Policies and Procedures

have adopted an Insider Trading Policy governing the purchase, sale, and/or other dispositions of our securities by directors, officers

and employees, or by the Company itself.

We believe that this policy is reasonably designed to promote compliance with insider trading

laws, rules and regulations, and Nasdaq listing standards.

Executive & Director Compensation

13 unchanged sentences

2025 and December 31, 2024.

and Principal

Name and Principal

Stock and Option

Awards ($) (1)

1 unchanged sentence

Compensation ($) (2)

Lynn Kirkpatrick,

Lynn Kirkpatrick, PhD.

Chief Executive Officer

Financial Officer

Dave Humphrey

Chief Financial Officer

Geoff Birkett

Commercial Officer

Chief Commercial Officer

accordance with SEC rules, this column reflects the aggregate grant date fair value of the restricted stock awards and stock option

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Humphrey and $353,100 for

A five percent (5%) cost of living increase was approved for executive officers, effective March 1, 2025.

Performance-Based Bonuses

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In February 2025, the 2021 Amended and Restated Plan was amended to increase

the number of awards that may be granted from 41,139 to 51,626.

the number of awards authorized from 53,668 to 121,457.

Agreements with our NEOs

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following table provides information regarding outstanding equity awards held by our NEOs as of December 31, 2025.

of Securities Underlying Unexercised Options Exercisable (#)

of Securities Underlying Unexercised Options Unexercisable (#)

Exercise Price ($)

Expiration Date

of Shares of Stock That Have Not Vested (#)

Value of Shares of Stock That Have Not Vested ($)

Lynn Kirkpatrick,

Option Awards

Number of Securities Underlying Unexercised Options Exercisable (#)

Number of Securities Underlying Unexercised Options Unexercisable (#)

Option Exercise Price ($)

Option Expiration Date

Number of Shares of Stock That Have Not Vested (#)

Market Value of Shares of Stock That Have Not Vested ($)

Lynn Kirkpatrick, PhD.

Dave Humphrey

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our pay-for-performance philosophy, refer to the preceding compensation discussion.

following table sets forth specified executive compensation and financial performance measures for our two most recently completed fiscal

years, as required under transitional guidance for Smaller Reporting Companies provided by the SEC.

We have not paid dividends and do

not sponsor any pension arrangements;

following table sets forth specified executive compensation and financial performance measures for our three most recently completed

fiscal years, as required under guidance for Smaller Reporting Companies provided by the SEC.

We have not paid dividends and do not sponsor

any pension arrangements;

thus, no adjustments are made for these items.

Compensation Table Total for PEO (1)

Actually Paid to PEO (2)

Summary Compensation Table Total for Non-PEO NEOs (3)

Compensation Actually Paid to Non-PEO NEOs (4)

of Initial Fixed $100 Investment Based on Total Shareholder Return (5)

Income (Loss)

Summary Compensation Table Total for PEO (1)

Compensation Actually Paid to PEO (2)

Average Summary Compensation Table Total for Non-PEO NEOs (3)

Average Compensation Actually Paid to Non-PEO NEOs (4)

Value of Initial Fixed $100 Investment Based on Total Shareholder Return (5)

Net Income (Loss)

($ 10,175,700 )

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Grant Date Value of Equity Awards

Value as of Year End of Awards Granted in the Year and Outstanding and Unvested as of Year End

in Fair Value of Awards Granted in Prior Years and Outstanding and Unvested as of Year End

Value as of Vesting Date of Awards Granted and Vested in the Year

in Fair Value of Awards Granted in Prior Years that Vested in the Year

Fair Value as of Year End of Awards Granted in the Year and Outstanding and Unvested as of Year End

Change in Fair Value of Awards Granted in Prior Years and Outstanding and Unvested as of Year End

Fair Value as of Vesting Date of Awards Granted and Vested in the Year

Change in Fair Value of Awards Granted in Prior Years that Vested in the Year

Fair Value as of Prior Year End of Awards Forfeited in the Year

Total Adjustments

all fiscal years presented, the Non-PEO NEOs were Dave Humphrey and Geoff Birkett.