What changed in this filing

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Item 1. Financial Statements

2026-05-13 compared with 2025-11-14 · 95 added, 145 removed, 231 unchanged (51% of the section changed)

3 unchanged sentences

(in thousands, except share and per share amounts)

September 30, 2025 December 31, 2024

March 31, 2026 December 31, 2025

Assets (unaudited)

17 unchanged sentences

Common stock, $ 0.0001 par value;

250,000,000 shares authorized as of September 30, 2025 and December 31, 2024;

3,268,727 and 525,485 shares issued and outstanding as of September 30, 2025 and December 31, 2024, respectively

250,000,000 shares authorized;

1,584,933 and 497,693 shares issued and outstanding as of March 31, 2026 and December 31, 2025, respectively

Additional paid-in capital

7 unchanged sentences

(in thousands, except share and per share amounts)

Three Months Ended September 30, Nine Months Ended September 30,

2025 2024 2025 2024

Three Months Ended March 31,

Operating expenses:

3 unchanged sentences

Loss from operations ( 2,003 ) ( 3,051 )

Change in fair value of warrant liability — — — 3

Interest income 5 5

7 unchanged sentences

(in thousands, except shares)

Nine Months Ended September 30, 2025

Three Months Ended March 31, 2026

Common Stock Additional

4 unchanged sentences

Fractional share adjustment ( 124 ) — ( 1 ) — ( 1 )

Net loss — — — ( 3,046 ) ( 3,046 )

Balance, March 31, 2025 (unaudited) 525,358 $ — $ 43,991 $ ( 42,786 ) $ 1,205

Stock-based compensation — — 41 — 41

Issuance of common stock and prefunded warrants, net of issuance costs 1,388,888 — 4,143 — 4,143

Issuance of common stock 1,087,364 — 6,505 — 6,505

Net loss — — — ( 1,998 ) ( 1,998 )

Balance, June 30, 2025 (unaudited) 2,496,800 $ — $ 49,000 $ ( 45,678 ) $ 3,322

Stock-based compensation — — 465 — 465

Issuance of common stock 771,927 — 1,565 — 1,565

Net loss — — — ( 3,359 ) ( 3,359 )

Balance, September 30, 2025 (unaudited) 3,268,727 $ — $ 51,030 $ ( 49,037 ) $ 1,993

Nine Months Ended September 30, 2024

Balance, March 31, 2026 (unaudited) 1,584,933 $ — $ 64,239 $ ( 53,694 ) $ 10,545

Three Months Ended March 31, 2025

Common Stock Additional

4 unchanged sentences

Fractional share adjustment ( 5 ) — ( 1 ) — ( 1 )

Issuance of common stock and prefunded warrants, net of issuance costs 1,495 — 4,389 — 4,389

Prefunded warrant exercise 10,047 — — — —

Net loss — — — ( 3,046 ) ( 3,046 )

Balance, March 31, 2025 (unaudited) 18,763 $ — $ 43,991 $ ( 42,786 ) $ 1,205

Stock-based compensation — — 37 — 37

Fractional share adjustment ( 11 ) — — — —

Issuance of common stock 20,816 — 4,134 — 4,134

Prefunded warrant exercise 11,905 — — — —

Net loss — — — ( 2,250 ) ( 2,250 )

Balance, June 30, 2024 (unaudited) 47,160 $ — $ 40,389 $ ( 35,670 ) $ 4,719

Stock-based compensation — — 37 — 37

Issuance of common stock 123,141 — 1,027 — 1,027

Warrant exercise 125,152 — — — —

Net loss — — — ( 2,123 ) ( 2,123 )

Balance, September 30, 2024 (unaudited) 295,453 $ — $ 41,453 $ ( 37,793 ) $ 3,660

See accompanying notes to unaudited interim consolidated financial statements.

2 unchanged sentences

(in thousands)

Nine Months Ended September 30,

Three Months Ended March 31,

Operating activities:

3 unchanged sentences

Stock-based compensation expense 31 220

Change in fair value of warrant liability — ( 3 )

Change in operating lease right-of-use assets 13 11

6 unchanged sentences

Financing activities:

Proceeds from issuance of common stock in financing transactions 5,000 9,499

Proceeds from issuance of common stock under ATM facility 6,819 —

Proceeds from warrant exercise — 1

Payment for fractional shares in connection with reverse stock split ( 1 ) ( 1 )

1 unchanged sentence

( 314 ) ( 10 )

Cash provided by financing activities 6,242 9,550

Net (decrease) increase in cash and cash equivalents ( 973 ) 2,938

Cash provided by (used in) financing activities 6,504 ( 11 )

Net increase (decrease) in cash and cash equivalents 2,819 ( 1,747 )

Cash and cash equivalents at beginning of period 8,229 5,028

2 unchanged sentences

Deferred stock issuance costs in accounts payable and accrued expenses $ — $ 247

Issuance of warrants for payment of stock issuance costs $ 123 $ —

See accompanying notes to unaudited interim consolidated financial statements.

11 unchanged sentences

Recapitalization

On January 29, 2024, the Company effected a reverse stock split of its common stock, par value $ 0.0001 per share (the Common Stock), at a ratio of one-for-seven (the January 2024 Reverse Stock Split).

On June 17, 2024, the Company effected a reverse stock split of its Common Stock at a ratio of one-for-thirteen (the June 2024 Reverse Stock Split).

On February 21, 2025, the Company effected a reverse stock split of its Common Stock at a ratio of one-for-seventeen (the February 2025 Reverse Stock Split, and together with the January 2024 Reverse Stock Split and the June 2024 Reverse Stock Split, the Reverse Stock Splits).

On February 21, 2025, the Company effected a reverse stock split of its common stock, par value $ 0.0001 per share (the Common Stock), at a ratio of one-for-seventeen (the February 2025 Reverse Stock Split).

On January 23, 2026, the Company effected a reverse stock split of its Common Stock at a ratio of one-for-twenty-eight (the January 2026 Reverse Stock Split, and together with the February 2025 Reverse Stock Split, the Reverse Stock Splits).

Unless otherwise noted, all references to share and per share amounts in these consolidated financial statements reflect the Reverse Stock Splits.

1 unchanged sentence

The Company has not generated any significant revenues from operations since inception and does not expect to do so in the foreseeable future.

The Company has incurred operating losses since its inception in 2009 and as a result has incurred $ 49,037 in accumulated deficit through September 30, 2025.

The Company has incurred operating losses since its inception in 2009 and as a result has incurred $ 53,694 in accumulated deficit through March 31, 2026.

The Company has financed its working capital requirements to date through the issuance of equity and debt securities.

As of September 30, 2025, the Company had cash and cash equivalents of approximately $ 4,055 .

On February 1, 2024, the Company entered into a securities purchase agreement (the February 2024 Purchase Agreement), pursuant to which the Company issued and sold Common Stock, pre-funded warrants and common warrants in a public offering (the February 2024 Offering) for net proceeds of $ 4,389 , after deducting offering expenses of $ 1,110 .

As of March 31, 2026, the Company had cash and cash equivalents of approximately $ 11,048 .

On May 20, 2024, the Company entered into an At The Market Offering Agreement (the Sales Agreement) with H.C.

Wainwright & Co., LLC (Wainwright), pursuant to which the Company may sell and issue, subject to the limitations in the Sales Agreement, up to $ 10.0 million shares of Common Stock from time to time through Wainwright as its sales agent (the ATM Offering).

Wainwright & Co., LLC (Wainwright), pursuant to which the Company may sell and issue, subject to the limitations in the Sales Agreement, up to $ 10.0 million of shares of Common Stock from time to time through Wainwright as its sales agent (the ATM Offering).

Under the Sales Agreement, Wainwright is entitled to compensation of 3.0 % of the gross offering proceeds of all shares of Common Stock sold through it pursuant to the Sales Agreement.

As of September 30, 2025, the Company has sold 1,680,099 shares of Common Stock in the ATM Offering at a weighted-average price of $ 3.67 per share, for net proceeds of $ 5,858 , after deducting commissions to the sales agent and other ATM Offering related expenses of $ 308 .

On June 26, 2024, the Company entered into a securities purchase agreement (the June 2024 Purchase Agreement), pursuant to which the Company issued and sold Common Stock, pre-funded warrants and common warrants, in a public offering (the June 2024 Offering), for net proceeds of $ 3,172 , after deducting offering expenses of $ 1,057 .

On October 21, 2024, the Company entered into letter agreements (the Repricing Letter Agreements) with certain holders (the Holders) of certain of its issued and outstanding common warrants to purchase shares of its Common Stock, pursuant to which these Holders exercised their common warrants for cash at a reduced exercise price.

In addition, these Holders received new unregistered common warrants.

The net proceeds to the Company from the exercise of the common warrants were $ 609 , after deducting placement agent fees and offering expenses of $ 154 .

As of March 31, 2026, the Company has sold 1,147,367 shares of Common Stock in the ATM Offering at a weighted-average price of $ 11.32 per share, raising $ 12,984 of gross proceeds and net proceeds of $ 12,363 , after deducting commissions to the sales agent and other ATM Offering related expenses.

On January 30, 2026, the Company filed a prospectus supplement to its registration statement on Form S-3 (File No.

333-279348) to increase the amount of shares of Common Stock that the Company may offer and sell under the Sales Agreement and applicable registration statement to an aggregate offering price of up to $ 60,000 , which amount does not include the shares of Common Stock having an aggregate gross sales price of approximately $ 12,639 that were sold under the ATM Offering through January 29, 2026, in accordance with the limitations set forth in Instruction I.B.6 of Form S-3.

On April 1, 2025, the Company entered into a securities purchase agreement (the April 2025 Purchase Agreement), pursuant to which the Company issued and sold Common Stock, pre-funded warrants and common warrants, in a public offering (the April 2025 Offering), for net proceeds of $ 4,020 , after deducting offering expenses of $ 979 .

Based on the Company’s current operating plan, the Company believes that its existing cash and cash equivalents will be sufficient to fund its operating expenses and capital expenditure requirements into the first quarter of 2026.

On December 11, 2025, the Company entered into a securities purchase agreement (the December 2025 Purchase Agreement), pursuant to which the Company issued and sold Common Stock, pre-funded warrants and common warrants, in a public offering (the December 2025 Offering), for net proceeds of $ 6,288 after deducting offering expenses of $ 1,711 .

Based on the Company’s current operating plan, the Company believes that its existing cash and cash equivalents will be sufficient to fund its currently planned operating expenses and capital expenditure requirements into the second quarter of 2027.

However, this estimate assumes that the Company only continues the preliminary work towards the initiation of a Phase 2b trial of GRI-0621;

the Company would not be able to complete a Phase 2b clinical trial of GRI-0621, which will require substantial additional capital or resources.

The Company’s ability to continue as a going concern is dependent on its ability to raise additional capital to fund its business activities, including its research and development program.

The Company intends to raise capital through additional issuances of equity securities and/or short-term or long-term debt arrangements, but there can be no assurances any such financing will be available when needed, even if the Company’s research and development efforts are successful.

The Company intends to raise capital through additional issuances of equity securities and/or short-term or long-term debt arrangements and potentially through strategic partner and collaboration agreements, but there can be no assurances any such financing will be available when needed, even if the Company’s research and development efforts are successful.

If the Company is not able to obtain additional financing on acceptable terms and in the amounts necessary to fully fund its future operating requirements, it may be forced to reduce or discontinue its operations entirely.

Therefore, there is substantial doubt about the Company’s ability to continue as a going concern for a period of one year from the issuance of these unaudited interim consolidated financial statements.

These unaudited interim consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or amounts and classification of liabilities that might result from this uncertainty.

Therefore, there is substantial doubt about the Company’s ability to continue as a going concern for a period of one year from the issuance of these financial statements.

These financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or amounts and classification of liabilities that might result from this uncertainty.

BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

3 unchanged sentences

The December 31, 2025 balance sheet was derived from the Company’s audited consolidated financial statements.

In the opinion of management, the unaudited interim consolidated financial statements furnished herein include all normal and recurring adjustments considered necessary to present fairly the Company’s financial position as of September 30, 2025, and the consolidated results of operations and consolidated stockholders’ equity for the three and nine months ended September 30, 2025 and 2024 and consolidated cash flows for the nine months ended September 30, 2025 and 2024.

Consolidated results of operations for the three and nine months ended September 30, 2025, are not necessarily indicative of the operating results that may be expected for the year ending December 31, 2025.

In the opinion of management, the unaudited interim consolidated financial statements furnished herein include all normal and recurring adjustments considered necessary to present fairly the Company’s financial position as of March 31, 2026, and the consolidated results of operations and consolidated stockholders’ equity for the three months ended March 31, 2026 and 2025 and consolidated cash flows for the three months ended March 31, 2026 and 2025.

Consolidated results of operations for the three months ended March 31, 2026, are not necessarily indicative of the operating results that may be expected for the year ending December 31, 2026.

The unaudited interim consolidated financial statements, presented herein, do not contain the required disclosures under GAAP for annual consolidated financial statements.

The accompanying unaudited interim consolidated financial statements should be read in conjunction with the annual audited consolidated financial statements and related notes as of and for the year ended December 31, 2024, included in the Company’s Annual Report on Form 10-K filed with the SEC on March 14, 2025.

The accompanying unaudited interim consolidated financial statements should be read in conjunction with the annual audited consolidated financial statements and related notes as of and for the year ended December 31, 2025, included in the Company’s Annual Report on Form 10-K filed with the SEC on January 30, 2026.

Principles of Consolidation

The unaudited interim consolidated financial statements include the accounts of GRI Bio, Inc.

The consolidated financial statements include the accounts of GRI Bio, Inc.

and its wholly-owned subsidiary, GRI Bio Operations, Inc.

9 unchanged sentences

The three levels of fair value hierarchy defined by ASC 820 are described below:

Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities.

Quoted prices in markets that are not active, or inputs which are observable, either directly or indirectly, for substantially the full term of the asset or liability.

Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (i.e., supported by little or no market activity).

As of September 30, 2025, the Company’s financial instruments included cash, cash equivalents, prepaid expenses and other current assets, accounts payable, accrued expenses and certain liability classified warrants.

Quoted market prices available in active markets for identical assets or liabilities as of the reporting date.

Pricing inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date.

Pricing inputs that are generally unobservable inputs and not corroborated by market data.

As of March 31, 2026, the Company’s financial instruments included cash, cash equivalents, prepaid expenses and other current assets, accounts payable, accrued expenses and certain liability classified warrants.

The carrying amounts reported in the consolidated balance sheets for cash, cash equivalents, prepaid expenses and other current assets, accounts payable and accrued expenses approximate their fair value based on the short-term maturity of these instruments.

The Company recognizes transfers between levels of the fair value hierarchy on the date of the event or change in circumstances that caused the transfer.

At September 30, 2025, there were no financial assets or liabilities measured at fair value on a recurring basis other than the liability classified warrants.

At March 31, 2026, there were no financial assets or liabilities measured at fair value on a recurring basis other than the liability classified warrants.

In May 2022, Vallon Pharmaceuticals, Inc.

5 unchanged sentences

The valuation of the May 2022 Warrants is considered under Level 3 of the fair value hierarchy due to the need to use assumptions in the valuation that are both significant to the fair value measurement and unobservable.

The change in the fair value of the Level 3 warrant liability is reflected in the consolidated statements of operations for the three and nine months ended September 30, 2025.

As of September 30, 2025 and December 31, 2024, the fair value of the warrant liability was immaterial.

As of March 31, 2026 and December 31, 2025, the fair value of the warrant liability was immaterial.

Deferred Stock Issuance Costs

4 unchanged sentences

Diluted net loss per common share is computed by dividing the net loss by the weighted average number of shares of common stock outstanding during each period, plus the dilutive effect of common stock equivalents outstanding during each period, in accordance with ASC 260, Earnings Per Share .

As the Company had a net loss in each of the three and nine months ended September 30, 2025 and 2024, diluted net loss per common share is the same as basic net loss per common share for the period because the effects of potentially dilutive securities are antidilutive .

As the Company had a net loss in each of the three months ended March 31, 2026 and 2025, diluted net loss per common share is the same as basic net loss per common share for the period because the effects of potentially dilutive securities are antidilutive .

Common stock equivalents excluded from the diluted net loss per common share calculations are as follows:

September 30,

Stock options 15,032 753

2 unchanged sentences

Recent Accounting Pronouncements

The Company considered the applicability and impact of all ASUs issued during the quarter ended September 30, 2025.

The Company considered the applicability and impact of all ASUs issued during the quarter ended March 31, 2026.

ASUs not discussed below were assessed and determined to be either not applicable or expected to have minimal impact on these unaudited interim consolidated financial statements

In November 2023, the FASB issued ASU No.

2023-07, Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures (ASU 2023-07).

This amended guidance applies to all public entities and aims to improve reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses.

This guidance is effective for fiscal years beginning after December 15, 2023 and interim periods within fiscal years beginning after December 15, 2024.

The Company has adopted the provisions of ASU 2023-07 and has included the required disclosures in this Quarterly Report on Form 10-Q (the Quarterly Report).

See Note 8 for additional disclosures.

In November 2024, FASB issued ASU 2024-03, Income Statement — Reporting Comprehensive Income — Expense Disaggregation Disclosures (Subtopic 220-40) (ASU 2024-03).

The amendments in ASU 2024-03 require disclosure, in the notes to financial statements, of specified information about certain costs and expenses.

ASU 2024-03 is effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027, for all public entities.

Early adoption is permitted.

Management is currently evaluating the impact of this update on the Company’s financial statements.

In October 2023, FASB issued ASU 2023-06, Disclosure Improvements:

Codification Amendments in Response to the SEC’s Disclosure Update and Simplification Initiative ( ASU 2023-06) .

The amendments in ASU 2023-06 represent changes to clarify or improve disclosure and presentation requirements of a variety of topics in the Codification and align those requirements with the SEC’s regulation.

For entities subject to the Securities and Exchange Commission’s (SEC) existing disclosure requirements, the effective date for each amendment will be the date on which the SEC’s removal of that related disclosure from Regulation S-X or Regulation S-K becomes effective, with early adoption prohibited.

For all entities, if by June 30, 2027, the SEC has not removed the applicable requirement from Regulation S-X or Regulation S-K, the pending content of the related amendment will be removed from the Codification and will not become effective for any entity.

Management is currently evaluating the impact of this update and its effective dates but does not expect the update to have a material effect on the Company’s financial statements.

PROPERTY AND EQUIPMENT

September 30, 2025 December 31, 2024

March 31, 2026 December 31, 2025

Computer equipment $ 24 $ 24

1 unchanged sentence

Accumulated depreciation ( 35 ) ( 34 )

Depreciation expense related to property and equipment was $ 1 in each of the three-month periods ended September 30, 2025 and 2024 and $ 3 in each of the nine-month periods ended September 30, 2025 and 2024.

Depreciation expense related to property and equipment was $ 1 in each of the three-month periods ended March 31, 2026 and 2025.

ACCRUED EXPENSES

Accrued expenses consist of the following:

September 30, 2025 December 31, 2024

March 31, 2026 December 31, 2025

Research and development $ 212 $ 383

3 unchanged sentences

STOCKHOLDERS’ EQUITY

February 2024 Securities Purchase Agreement

On February 1, 2024, the Company entered into the February 2024 Purchase Agreement, pursuant to which the Company sold, in the February 2024 Offering, (i) 1,495 shares (the February 2024 Shares) of Common Stock, (ii) 21,131 pre-funded warrants (the February 2024 Pre-Funded Warrants) exercisable for an aggregate of 21,131 shares of Common Stock, (iii) 22,631 Series B-1 common warrants (the Series B-1 Common Warrants) exercisable for an aggregate of 22,631 shares of Common Stock and (iv) 22,631 Series B-2 common warrants (the Series B-2 Common Warrants, and together with the Series B-1 Common Warrants, the Series B Common Warrants) exercisable for an aggregate of 22,631 shares of Common Stock for net proceeds of $ 4,389 , after deducting offering expenses of $ 1,110 .

The Series B Common Warrants together with the February 2024 Pre-Funded Warrants are referred to in this Quarterly Report as the “February 2024 Warrants.” The securities were offered in combinations of (a) one February 2024 Share or one February 2024 Pre-Funded Warrant, together with (b) one Series B-1 Common Warrant and one Series B-2 Common Warrant, for a combined purchase price of $ 243.10 (less $ 0.0221 for each February 2024 Pre-Funded Warrant).

Subject to certain ownership limitations, the February 2024 Warrants were exercisable upon issuance.

Each February 2024 Pre-Funded Warrant was exercisable for one share of Common Stock at a price per share of $ 0.0221 and expired when exercised in full.

Each Series B-1 Common Warrant is exercisable into one share of Common Stock at a price per share of $ 243.10 for a five-year period after February 6, 2024, the date of issuance.

Each Series B-2 Common Warrant is exercisable into one share of Common Stock at a price per share of $ 243.10 for an 18 -month period after February 6, 2024, the date of issuance.

The February 2024 Warrants were classified as equity and the allocated fair value of $ 4,279 is included in additional paid-in capital.

As of September 30, 2025, all of the February 2024 Pre-Funded Warrants have been exercised.

In connection with the issuance of the securities pursuant to the February 2024 Purchase Agreement, the exercise price of the Company’s previously outstanding Series A-1 common warrants (the Series A-1 Warrants) was reduced to par, or $ 0.0001 , per share pursuant to the terms of the Series A-1 Warrants.

As of September 30, 2025, all of the Series A-1 Warrants have been exercised.

May 2024 At The Market Offering

On May 20, 2024, the Company entered into the Sales Agreement with Wainwright, pursuant to which the Company may sell and issue, subject to the limitations in the Sales Agreement, shares up to $ 10.0 million of Common Stock from time to time in the ATM Offering.

On May 20, 2024, the Company entered into the Sales Agreement with Wainwright, pursuant to which the Company may sell and issue, subject to the limitations in the Sales Agreement, shares up to $ 10.0 million of shares of Common Stock from time to time in the ATM Offering.

Under the Sales Agreement, Wainwright is entitled to compensation of 3.0 % of the gross offering proceeds of all shares of Common Stock sold through it pursuant to the Sales Agreement.

During the three months ended September 30, 2025, the Company sold 771,927 shares of Common Stock in the ATM Offering at a weighted average price of $ 2.10 per share for gross proceeds of $ 1,619 and net proceeds of $ 1,565 .

During the nine months ended September 30, 2025, the Company sold 1,354,481 shares of Common Stock in the ATM Offering at a weighted-average price of $ 1.89 per share for gross proceeds of $ 2,560 and net proceeds of $ 2,475 .

On May 23, 2025, the Company filed a prospectus supplement to its registration statement on Form S-3 (File No.

333-279348) to increase the amount of shares of Common Stock that the Company may offer and sell under the Sales Agreement and applicable registration statement to an aggregate offering price of up to $ 1,759 , which amount does not include the shares of Common Stock having an aggregate gross sales price of approximately $ 4,546 that were sold under the ATM Offering through May 22, 2025, in accordance with the limitations set forth in Instruction I.B.6 of Form S-3.

June 2024 Securities Purchase Agreement

On June 26, 2024, the Company entered into the June 2024 Purchase Agreement, pursuant to which the Company issued and sold, in the June 2024 Offering, (i) 3,529 shares (the June 2024 Shares) of Common Stock, (ii) 125,047 pre-funded warrants (the June 2024 Pre-Funded Warrants) exercisable for an aggregate of 125,047 shares of Common Stock, (iii) 128,577 Series C-1 common warrants (the Series C-1 Common Warrants) exercisable for an aggregate of 128,577 shares of Common Stock, and (iv) 128,577 Series C-2 common warrants (the Series C-2 Common Warrants, and together with the Series C-1 Common Warrants, the Series C Common Warrants), exercisable for an aggregate of 128,577 shares of Common Stock for net proceeds of $ 3,172 , after deducting offering expenses of $ 1,057 .

The Series C Common Warrants together with the June 2024 Pre-Funded Warrants are referred to in this Quarterly Report as the “June 2024 Warrants.” The securities were offered in combinations of (a) one June 2024 Share or one June 2024 Pre-Funded Warrant, together with (b) one Series C-1 Common Warrant and one Series C-2 Common Warrant, for a combined purchase price of $ 31.11 (less $ 0.0017 for each June 2024 Pre-Funded Warrant).

The June 2024 Pre-Funded Warrants were exercisable for one share of Common Stock at a price per share of $ 0.0017 , were exercisable immediately and have been exercised in full as of September 30, 2025.

Each Series C-1 Common Warrant is exercisable into one share of Common Stock at a price per share of $ 31.11 for a five-year period beginning after September 6, 2024.

Each Series C-2 Common Warrant is exercisable into one share of Common Stock at a price per share of $ 31.11 for an 18 -month period beginning after September 6, 2024.

The June 2024 Warrants were classified as equity and the allocated fair value of $ 2,908 is included in additional paid-in capital.

Pursuant to an engagement agreement with Wainwright, the Company, in connection with the June 2024 Offering, issued to Wainwright, or its designees, warrants to purchase up to an aggregate of 9,002 shares of Common Stock (the June 2024 PA Warrants).

The June 2024 PA Warrants have an exercise price of $ 38.89 per share, will expire on June 26, 2029 and are exercisable beginning after September 6, 2024.

The June 2024 PA Warrants were classified as equity and the fair value of $ 229 is included in additional paid-in capital.

October 2024 Repricing Letter Agreement

On October 21, 2024, the Company entered into the Repricing Letter Agreements with certain Holders of its issued and outstanding Series B Common Warrants to purchase an aggregate of 44,842 shares of its Common Stock, offering pursuant to which these Holders exercised Series B Common Warrants for cash at a reduced exercise price equal to $ 17.00 per share.

In addition, these Holders received new unregistered Series D-1 common warrants (the Series D-1 Common Warrants) exercisable for up to an aggregate of 44,839 shares of Common Stock and new unregistered Series D-2 common warrants (the Series D-2 Common Warrants, and together with the Series D-1 Common Warrants, the Series D Common Warrants) exercisable for up to an aggregate of 44,839 shares of Common Stock.

The Series D Common Warrants are immediately exercisable and have an exercise price of $ 17.00 per share.

The Series D-1 Common Warrants expire on October 22, 2029, and the Series D-2 Common Warrants expire on April 22, 2026.

This transaction is referred to as the “Warrant Repricing Transaction.”

Wainwright acted as the exclusive placement agent for the Warrant Repricing Transaction pu rsuant to an engagement agreement between the Company and Wainwright dated as of October 21, 2024.

As compensation for such placement agent services, the Company agreed to pay Wainwright an aggregate cash fee equal to 7.0 % of the gross proceeds received by the Company from the Warrant Repricing Transaction, plus a management fee equal to 1.0 % of the gross proceeds received by the Company from the Warrant Repricing Transaction, and reimbursement for accountable expenses of $ 25,000 and non-accountable expenses of $ 10,000 .

The Company has also issued to Wainwright or its designees the warrants to purchase up to an aggregate of 3,140 shares of Common Stock (the October 2024 PA Warrants).

The October 2024 PA Warrants are immediately exercisable, expire on October 22, 2029, and have an exercise price of $ 21.25 per share.

The net proceeds to the Company from the exercise of the Series B Common Warrants were $ 202 after deducting placement agent fees and offering expenses of $ 560 .

The issuance under the Repricing Letter Agreements represented $ 1,526 in additional value provided to the investors, which was recorded as a deemed dividend to common stockholders.

During the three months ended March 31, 2026, the Company sold 1,087,364 shares of Common Stock in the ATM Offering at a weighted average price of $ 6.27 per share for gross proceeds of $ 6,819 and net proceeds of $ 6,505 .

On January 30, 2026, the Company filed a prospectus supplement to its registration statement on Form S-3 (File No.

April 2025 Securities Purchase Agreement

18 unchanged sentences

Risk-free interest rate

As of September 30, 2025, the Company had the following warrants outstanding to purchase Common Stock:

December 2025 Securities Purchase Agreement

On December 11, 2025, the Company entered into the December 2025 Purchase Agreement, pursuant to which the Company issued and sold, in the December 2025 Offering, (i) 92,976 shares (the December 2025 Shares) of Common Stock (ii) 287,977 pre-funded warrants (the December 2025 Pre-Funded Warrants) exercisable for an aggregate of 287,977 shares of Common Stock and (iii) 380,962 Series F common stock warrants (the Series F Common Warrants) to purchase up to 380,962 shares of Common Stock for net proceeds of $ 6,288 after deducting offering expenses of $ 1,711 .

The securities were offered in combinations of (a) one December 2025 Share or one December 2025 Pre-Funded Warrant, together with (b) one Series F Common Warrant for a combined purchase price of $ 21.00 (less $ 0.0028 for each December 2025 Pre-Funded Warrant).

The December 2025 Pre-Funded Warrants had an exercise price of $ 0.0028 per share, became exercisable immediately upon issuance and expired when exercised in full.

Each Series F Common Warrant has an exercise price of $ 21.00 per share, became exercisable immediately upon issuance and expire on December 12, 2030.

As of December 31, 2025, the December 2025 Pre-Funded Warrants have been exercised in full.

Wainwright acted as the exclusive placement agent for the December 2025 Offering pursuant to an engagement agreement between the Company and Wainwright dated as of December 5, 2025.

As compensation for such placement agent services, the Company agreed to pay Wainwright an aggregate cash fee equal to 7.0 % of the gross proceeds received by the Company from the offering, plus a management fee equal to 1.0 % of the gross proceeds received by the Company from the offering, reimbursement for accountable expenses of $ 25 , reimbursement of up to $ 100 for legal fees and expenses and other out-of-pocket expenses and up to $ 16 for the clearing expenses.

The Company also issued to Wainwright, or its designees, warrants to purchase up to an aggregate of 26,667 shares of Common Stock (the December 2025 PA Warrants).

The December 2025 PA Warrants became exercisable immediately upon issuance, expire on December 12, 2030, and have an exercise price of $ 26.25 per share.

The December 2025 PA Warrants were classified as equity and the fair value of $ 317 is included in additional paid-in capital.

The Company determined that the amount paid for the December 2025 Pre-Funded Warrants approximates their fair value.

The Black-Scholes option-pricing model was used to estimate the fair value of the Series F Common Warrants and the December 2025 PA Warrants with the following weighted-average assumptions:

Expected term in years

Dividend rate

Risk-free interest rate

As of March 31, 2026, the Company had the following warrants outstanding to purchase Common Stock:

Number of Shares Exercise Price per Share Expiration Date

1,388,888 $ 3.20 January 2026

9 $ 464,100.00 February 2026

128,577 $ 31.11 March 2026

1,604 $ 476.00 April 2026

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3,474 $ 126.00 April 2030

380,962 $ 21.00 December 2030

26,667 $ 26.25 December 2030

STOCK-BASED COMPENSATION

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Stock options granted by the Company under the A&R 2018 Plan generally have a contractual life of up to 10 years.

As of September 30, 2025, awards granted under the A&R 2018 Plan representing the right to purchase or contingent right to receive up to an aggregate of 421,274 shares of the Company's Common Stock were outstanding and 421,275 shares of the Company’s Common Stock were reserved for issuance under the A&R 2018 Plan.

As of March 31, 2026, awards granted under the A&R 2018 Plan representing the right to purchase or contingent right to receive up to an aggregate of 15,032 shares of the Company's Common Stock were outstanding and 34,951 shares of the Company’s Common Stock were reserved for issuance under the A&R 2018 Plan.

The number of shares reserved for issuance under the A&R 2018 Plan may be increased pursuant to the A&R 2018 Plan’s “evergreen” provision on the first day of each calendar year beginning January 1, 2025 and ending on and including January 1, 2033, by a number of shares not to exceed 4 % of the aggregate number of shares of the Company’s Common Stock outstanding on the final day of the immediately preceding calendar year.

The Company recorded stock-based compensation related to equity-based awards issued under the A&R 2018 Plan in the following expense categories of its accompanying consolidated statements of operations for the three and nine months ended September 30, 2025 and 2024:

Three Months Ended

September 30, Nine Months Ended

September 30,

2025 2024 2025 2024

Research and development $ 3 $ 25

2 unchanged sentences

The Company measures equity-based awards granted to employees and non-employees based on their fair value on the date of the grant and recognizes compensation expense for those awards over the requisite service period or performance-based period, which is generally the vesting period of the respective award.

The measurement date for service-based equity awards is the date of grant, and equity-based compensation costs are recognized as expense over the requisite service period.

The measurement date for service-based equity awards is the date of grant, and

equity-based compensation costs are recognized as expense over the requisite service period.

The Company records expense for performance-based awards if the Company concludes that it is probable that the performance condition will be achieved.

The table below represents the activity of stock options granted to employees and non-employees for the nine months ended September 30, 2025:

Number of options Weighted-average exercise price Weighted-average remaining contractual term (years) Aggregate Intrinsic Value ($)

The table below represents the activity of stock options granted to employees and non-employees for the three months ended March 31, 2026:

Number of options Weighted-average exercise price Weighted-average remaining contractual term (years)

Outstanding at December 31, 2025 15,032 $ 68.44 9.67

Granted 421,132 $ 2.29 106

Exercised — —

Forfeited/cancelled — —

Outstanding at September 30, 2025 421,274 $ 3.76 9.92 106

Exercisable at September 30, 2025 291,431 $ 4.09 9.91 44

Vested and expected to vest at September 30, 2025 421,274 $ 3.76 9.92 106

As of September 30, 2025, the unrecognized compensation cost related to unvested stock options expected to vest was $ 317 .

Outstanding at March 31, 2026 15,032 $ 68.44 9.42

Exercisable at March 31, 2026 11,865 $ 68.16 9.41

Vested and expected to vest at March 31, 2026 15,032 $ 68.44 9.42

As of March 31, 2026, all of the outstanding and exercisable stock options were out of the money and therefore had no intrinsic value.

As of March 31, 2026, the unrecognized compensation cost related to unvested stock options expected to vest was $ 184 .

This unrecognized compensation is expected to be recognized over a weighted-average amortization period of 1.20 years.

The Company granted an aggregate of 421,132 stock options to its employees and non-employee directors during the nine months ended September 30, 2025.

The Company granted an aggregate of 752 stock options to its employees and non-employee directors during the three months ended March 31, 2025.

The Black-Scholes option-pricing model was used to estimate the grant date fair value of each stock option grant at the time of grant using the following weighted-average assumptions:

Nine Months Ended September 30, 2025

Three Months Ended March 31, 2025

Volatility 110.94 %

2 unchanged sentences

Risk-free interest rate 4.45 %

Fair value of option on grant date $ 1.92

No equity-based awards were granted during the nine-month period ended September 30, 2024.

Fair value of common stock on grant date $ 326.48

No equity-based awards were granted during the three-month period ended March 31, 2026.

SEGMENT REPORTING

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The Company has incurred significant losses since its inception and anticipates incurring continued losses in the future.

As such, the CODM uses cash forecast models in deciding how to allocate resources based on the Company’s available cash resources, as well as

its forecasted expenditures.

As such, the CODM uses cash forecast models in deciding how to allocate resources based on the Company’s available cash resources, as well as its forecasted expenditures.

This information, in conjunction with the assessment of the probability of the success of the Company’s research and development activities, is used to plan the timing and size of future capital raises.

COMMITMENTS AND CONTINGENCIES

Legal Proceedings

The Company is not currently a party to any material legal proceedings, and is not aware of any pending or threatened legal proceeding against the Company that it believes could have a material adverse effect on its business, operating results or financial condition.

From time to time, the Company may become involved in legal proceedings arising in the ordinary course of its business.

Regardless of outcome, litigation can have a material adverse impact on the Company due to defense and settlement costs, diversion of management resources, negative publicity, reputational harm and other factors.

Employment Agreements

1 unchanged sentence

In addition, in the event of termination of employment following a change in control, the vesting of certain equity awards may be accelerated.

Separation and Release Agreement

In connection with the resignation of David Baker, the Company’s Former Chief Executive Officer, the Company and Mr.

Baker entered into a Separation and Release Agreement on April 21, 2023 (the Separation Agreement).

Pursuant to the terms of the Separation Agreement and his employment agreement, Mr.

Baker received continuation of his then current salary and certain COBRA benefits for 18 months payable in accordance with the Company’s payroll practices.

Baker also received a lump sum payment equal to 150 % of his target bonus and agreed to reduce amounts payable with respect to certain future milestone payments.

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-Q

Item 1. Financial Statements