What changed in this filing

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Item 1. Financial Statements

2025-11-07 compared with 2025-08-08 · 124 added, 88 removed, 363 unchanged (37% of the section changed)

2 unchanged sentences

CONDENSED CONSOLIDATED BALANCE SHEET S

September 30,

(In thousands, except share

34 unchanged sentences

CONDENSED CONSOLIDATED STATEMENTS OF OPERATION S

Three Months Ended June 30,

Three Months Ended September 30,

Six Months Ended September 30,

(In thousands, except per share amounts)

Cost of revenues ($ 24 , $ 14 , $ 40 and $ 22 to a related party)

2 unchanged sentences

Selling, general and administrative

Gain from sale of assets

Gain from sale and leaseback transaction

Total operating expenses

Income (loss) from operations

Loss from operations

Interest income, net

Other expense, net

Income (loss) before income taxes

Loss before income taxes

Provision for income taxes

Net income (loss)

Net income (loss) per share:

Net loss per share:

Weighted average shares used in per share calculations:

1 unchanged sentence

GSI TECHNOLOGY, INC.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

Three Months Ended June 30,

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

Three Months Ended September 30,

Six Months Ended September 30,

(In thousands)

Net income (loss)

(In thousands)

Net unrealized gain on available-for-sale investments

Total comprehensive income (loss)

Total comprehensive loss

The accompanying notes are an integral part of these condensed consolidated financial statements.

3 unchanged sentences

Stockholders'

Three months ended June 30, 2025

Three months ended September 30, 2025

(In thousands, except share amounts)

Balance, March 31, 2025

Balance, June 30, 2025

Issuance of common stock pursuant to an At-the-Market offering, net of offering costs of $ 162

1 unchanged sentence

Stock-based compensation expense

Balance, September 30, 2025

Comprehensive

Stockholders'

Three months ended September 30, 2024

Balance, June 30, 2024

Issuance of common stock under employee stock option plans

Stock-based compensation expense

Balance, September 30, 2024

Comprehensive

Stockholders'

Three months ended June 30, 2024

Six months ended September 30, 2025

(In thousands, except share amounts)

Balance, March 31, 2025

Issuance of common stock pursuant to an At-the-Market offering, net of offering costs of $ 573

Issuance of common stock under employee stock option plans

Stock-based compensation expense

Balance, June 30, 2024

Balance, September 30, 2025

Comprehensive

Stockholders'

Six months ended September 30, 2024

Balance, March 31, 2024

Issuance of common stock under employee stock option plans

Stock-based compensation expense

Balance, September 30, 2024

The accompanying notes are an integral part of these condensed consolidated financial statements.

1 unchanged sentence

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOW S

Three Months Ended June 30,

Six Months Ended September 30,

(In thousands)

Cash flows from operating activities:

Net income (loss)

Adjustments to reconcile net loss to net cash used in operating activities:

38 unchanged sentences

However, these financial statements should be read in conjunction with the audited consolidated financial statements and related notes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended March 31, 2025.

The consolidated results of operations for the three months ended June 30, 2025 are not necessarily indicative of the results to be expected for the entire fiscal year.

The consolidated results of operations for the six months ended September 30, 2025 are not necessarily indicative of the results to be expected for the entire fiscal year.

Significant accounting policies

11 unchanged sentences

If either of these criteria are met, the amortized cost basis is written down to fair value through earnings.

Beginning April 1, 2023, if the criteria above are not met, the Company evaluates whether the decline resulted from credit losses or other factors by considering the extent to which fair value is less than amortized cost, any changes to the rating of the marketable security by a rating agency, and any adverse conditions specifically related to the marketable security, among other factors.

If the criteria above are not met, the Company evaluates whether the decline resulted from credit losses or other factors by considering the extent to which fair value is less than amortized cost, any changes to the rating of the marketable security by a rating agency, and any adverse conditions specifically related to the marketable security, among other factors.

If this assessment indicates that a credit loss exists, the present value of cash flows expected to be collected from the marketable security is compared to the amortized cost basis of the marketable security.

If the present value of cash flows expected to be collected is less than the amortized

cost basis, a credit loss exists and an allowance for credit losses is recorded, limited by the amount that the fair value is less than the amortized cost basis.

If the present value of cash flows expected to be collected is less than the amortized cost basis, a credit loss

exists and an allowance for credit losses is recorded, limited by the amount that the fair value is less than the amortized cost basis.

Any other impairment that has not been recorded through an allowance for credit losses is recognized in other comprehensive loss.

1 unchanged sentence

Accounts receivable are recorded at the amounts billed less estimated allowances for credit losses for any potential uncollectible amounts.

At September 30, 2025, two customers accounted for 45 % and 30 % of our accounts receivable, respectively.

If any of these customers do not pay us, our financial position and operating results will be harmed.

The Company continually monitors customer payments and maintains an allowance for estimated losses resulting from a customer’s inability to make required payments.

2 unchanged sentences

Risk and uncertainties

The decline in the global economic environment due to, among other things, higher interest rates, increased or new tariffs, trade disputes and restrictions, worldwide inflationary pressures and increasing geopolitical tensions, has affected the business activities of the Company, its customers, suppliers, and other business partners in the fiscal year ended March 31, 2025 and into the three months ended June 30, 2025.

Our software development and certain regional sales activities for our APU product offerings occur in Israel.

Our Vice President, Associative Computing, along with a team of software development experts are based in our Israel facility.

This team is needed for the development of software required in the use of our APU product offering.

Proof of concept customers for our SAR imagine processing acceleration system are also based in Israel.

We are closely monitoring the evolving military conflict in Israel, including potential impacts to our business, customers, employees and operations in Israel.

At this time, the impact on GSI Technology is uncertain and subject to change given the volatile nature of the situation, but adverse changes in the military conditions in Israel could harm our business and our stock price could decline.

The Company believes that during the next 12 months disruptions in the capital markets as a result of higher interest rates, increase or new tariffs, trade disputes and restrictions, worldwide inflationary pressures, increasing geopolitical tensions and the decline in the global economic environment could impact general economic activity and demand in the Company’s end markets.

The challenging global economic environment due to, among other things, increased or new tariffs, trade disputes and restrictions, worldwide inflationary pressures and increasing geopolitical tensions, has affected the business activities of the Company, its customers, suppliers, and other business partners in the fiscal year ended March 31, 2025 and into the six months ended September 30, 2025.

The Company believes that during the next 12 months disruptions in the capital markets as a result of increased or new tariffs, trade disputes and restrictions, worldwide inflationary pressures, increasing geopolitical tensions and the challenging global economic environment could impact general economic activity and demand in the Company’s end markets.

Accounting pronouncements not yet adopted by the Company

17 unchanged sentences

The Company is currently evaluating the disclosure requirements and its effect on the Consolidated Financial Statements.

In July 2025, the FASB issued Accounting Standards Update 2025-05, “Financial Instruments – Credit Losses (Topic 326):

Measurement of Credit Losses for Accounts Receivable and Contract Assets (ASU 2025-05).” ASU 2025-05 provides a practical expedient that all entities can use when estimating expected credit losses for current accounts receivable and current contract assets arising from transactions accounted for under ASC 606, Revenue from Contracts with Customers.

Under this practical expedient, an entity is allowed to assume that the current conditions it has applied in determining credit loss allowances for current accounts receivable and current contract assets remain unchanged for the remaining life of those assets.

ASU 2025-05 is effective for fiscal years beginning after December 15, 2025, and interim reporting periods in those years.

Entities that elect the practical expedient and, if applicable, make the accounting policy election are required to apply the amendments prospectively.

We are currently evaluating the potential impact of adopting ASU 2025-05 on our consolidated financial statements and disclosures.

NOTE 2—REVENUE RECOGNITION

22 unchanged sentences

Warranty costs and the accrued warranty liability were not material in all periods presented.

Substantially all of the Company’s revenue is derived from sales of SRAM products, which represent approximately 100 % and 99 % of total revenues in the three months ended June 30, 2025 and 2024.

Substantially all of the Company’s revenue is derived from sales of SRAM products, which represent approximately 99 % and 99 % of total revenues in the six months ended September 30, 2025 and 2024.

Nokia, the Company’s largest end user customer in fiscal 2024 and 2023, purchases products directly from the Company and through contract manufacturers and distributors.

Based on information provided to the Company by its contract manufacturers and distributors, purchases by Nokia represented approximately 9 % and 21 % of the Company’s net revenues in the three months ended June 30, 2025 and 2024, respectively.

Based on information provided to the Company by its contract manufacturers and distributors, purchases by KYEC, which was the Company’s largest end user customer in fiscal 2025, represented approximately 4 % and 22 % of the Company’s net revenues in the three months ended June 30, 2025 and 2024, respectively.

Based on information provided to the Company by its contract manufacturers and distributors, purchases by Cadence Design Systems represented approximately 24 % and 0 % of the Company’s net revenues in the three months ended June 30, 2025 and 2024, respectively.

Based on information provided to the Company by its contract manufacturers and distributors, purchases by Nokia represented approximately 3 % and 18 % of the Company’s net revenues in the three months ended September 30, 2025 and 2024, respectively and 6 % and 20 % of the Company’s net revenue in the six months ended September 30, 2025 and 2024, respectively.

Based on information provided to the Company by its contract manufacturers and distributors, purchases by KYEC, which was the Company’s largest end user customer in fiscal 2025, represented approximately 12 % and 14 % of the Company’s net revenues in the three months ended September 30, 2025 and 2024, respectively and 8 % and 18 % of the Company’s net revenue in the six months ended September 30, 2025 and 2024, respectively.

Based on information provided to the Company by its contract manufacturers and distributors, purchases by Cadence Design Systems represented approximately 22 % and 0 % of the Company’s net revenues in the three months ended September 30, 2025 and 2024, respectively and 23 % and 0 % of the Company’s net revenue in the six months ended September 30, 2025 and 2024, respectively.

See “Note 12 — Segment and Geographic Information” for revenue by shipment destination.

The following table presents the Company’s revenue disaggregated by customer type.

Three Months Ended June 30,

Three Months Ended September 30,

Six Months Ended September 30,

(In thousands)

Contract manufacturers

NOTE 3—NET INCOME (LOSS) PER COMMON SHARE

NOTE 3—NET LOSS PER COMMON SHARE

The Company uses the treasury stock method to calculate the weighted average shares used in computing diluted net loss per share.

The following table sets forth the computation of basic and diluted net income (loss) per share:

Three Months Ended June 30,

The following table sets forth the computation of basic and diluted net loss per share:

Three Months Ended September 30,

Six Months Ended September 30,

(In thousands, except per share amounts)

Net income (loss)

(In thousands, except per share amounts)

Denominators:

3 unchanged sentences

Weighted average shares—Dilutive

Net income (loss) per common share—Basic

Net income (loss) per common share—Diluted

Net loss per common share—Basic

Net loss per common share—Diluted

The following shares of common stock underlying outstanding stock options and unissued ESPP shares, determined on a weighted average basis, were excluded from the computation of diluted net loss per share as they had an anti-dilutive effect:

Three Months Ended June 30,

Three Months Ended September 30,

Six Months Ended September 30,

(In thousands)

Shares underlying options and ESPP shares

NOTE 4—BALANCE SHEET DETAIL

June 30, 2025

September 30, 2025

March 31, 2025

2 unchanged sentences

Finished goods

Inventory at distributors

June 30, 2025

September 30, 2025

March 31, 2025

3 unchanged sentences

Allowances for credit losses

June 30, 2025

September 30, 2025

March 31, 2025

4 unchanged sentences

Other prepaid expenses and other current assets

June 30, 2025

September 30, 2025

March 31, 2025

5 unchanged sentences

Accumulated depreciation

Depreciation expense was $ 90,000 and $ 134,000 for the three months ended June 30, 2025 and 2024, respectively.

The following tables summarize the components of intangible assets and related accumulated amortization balances at June 30, 2025 and March 31, 2025 (in thousands):

As of June 30, 2025

Depreciation expense was $ 95,000 and $ 102,000 for the three months ended September 30, 2025 and 2024, respectively and $ 185,000 and $ 236,000 for the six months ended September 30, 2025 and 2024, respectively.

The following tables summarize the components of intangible assets and related accumulated amortization balances at September 30, 2025 and March 31, 2025 (in thousands):

As of September 30, 2025

Intangible assets:

3 unchanged sentences

Product designs

Amortization of intangible assets included in cost of revenues was $ 59,000 and $ 58,000 for the three months ended June 30, 2025 and 2024, respectively.

Amortization of intangible assets included in cost of revenues was $ 58,000 and $ 58,000 for the three months ended September 30, 2025 and 2024, respectively and $ 117,000 and $ 116,000 for the six months ended September 30, 2025 and 2024, respectively.

The Company reviews identifiable amortizable intangible assets for impairment whenever events or changes in circumstances indicate that the carrying value of the assets may not be recoverable.

1 unchanged sentence

Measurement of any impairment loss is based on the excess of the carrying value of the asset over its fair value.

There were no impairment indicators noted as of June 30, 2025.

As of June 30, 2025, the estimated future amortization expense of intangible assets in the table above is as follows (in thousands):

There were no impairment indicators noted as of September 30, 2025.

As of September 30, 2025, the estimated future amortization expense of intangible assets in the table above is as follows (in thousands):

Fiscal year ending March 31,

2026 (remaining nine months)

June 30, 2025

2026 (remaining six months)

September 30, 2025

March 31, 2025

8 unchanged sentences

The cost reduction initiatives included an approximate 16 % reduction in the Company’s global workforce.

There were no severance related charges in the three months ended June 30, 2025 or 2024.

There were no severance related charges in the three and six months ended September 30, 2025.

The Company incurred $ 357,000 in severance related charges during the three and six months ended September 30, 2024, including $ 204,000 recorded as cost of revenues, $ 128,000 recorded as research and development expense and $ 24,000 recorded as selling, general and administrative expense in the condensed consolidated statements of operations.

The Company does not expect to incur any additional severance related charges resulting from these measures.

There were no severance charges accrued as of June 30, 2025 and March 31, 2025 as severance payments to all impacted employees have been completed as of March 31, 2025.

There were no severance charges accrued as of September 30, 2025 and March 31, 2025 as severance payments to all impacted employees have been completed as of March 31, 2025.

NOTE 5—GOODWILL

Goodwill represents the difference between the purchase price and the estimated fair value of the identifiable assets acquired and liabilities assumed in a business combination.

The Company tests for goodwill impairment on an annual basis, or more frequently if events or changes in circumstances indicate that the asset is

more likely than not impaired.

The Company tests for goodwill impairment on an annual basis, or more frequently if events or changes in circumstances indicate that the asset is more likely than not impaired.

The Company assesses goodwill for impairment on an annual basis on the last day of February in the fourth quarter of its fiscal year.

The Company has one reporting unit.

The Company had a goodwill balance of $ 8.0 million as of both June 30, 2025 and March 31, 2025.

The Company had a goodwill balance of $ 8.0 million as of both September 30, 2025 and March 31, 2025.

The goodwill resulted from the acquisition of MikaMonu Group Ltd.

9 unchanged sentences

Fiscal years 2020 through 2024 are subject to audit by the Israeli tax authorities.

For the three months ended June 30, 2025 and June 30, 2024, the Company incurred income tax expense of $ 54,000 and $ 57,000 on net income (losses) before income taxes of ($ 2.2 million) and $ 1.1 million, respectively.

For the six months ended September 30, 2025 and September 30, 2024, the Company incurred income tax expense of $ 95,000 and $ 80,000 on net losses before income taxes of ($ 5.3 million) and ($ 4.3 million), respectively.

The provision was calculated using the annualized effective tax rate method.

The Company’s estimated annual effective income tax rate, excluding discrete items, was approximately ( 2.58 %) and ( 2.89 %) for the three months ended June 30, 2025 and 2024, respectively.

The annual effective tax rates for the three months ended June 30, 2025 and 2024 vary from the United States statutory income tax rate primarily due to valuation allowances in the United States, whereby pre-tax losses do not result in the recognition of corresponding income tax benefits and foreign tax differential.

The Company’s estimated annual effective income tax rate, excluding discrete items, was approximately ( 2.82 %) and ( 1.78 %) for the six months ended September 30, 2025 and 2024, respectively.

The annual effective tax rates for the six months ended September 30, 2025 and 2024 vary from the United States statutory income tax rate primarily due to valuation allowances in the United States, whereby pre-tax losses do not result in the recognition of corresponding income tax benefits and foreign tax differential.

NOTE 7—FINANCIAL INSTRUMENTS

14 unchanged sentences

Identical Assets

June 30, 2025

September 30, 2025

Money market funds

4 unchanged sentences

Money market funds

There were no unrealized gains or unrealized losses for money market funds as of June 30, 2025 or March 31, 2025.

The following table sets forth the changes in fair value of contingent consideration for the three months ended June 30, 2025 and 2024, respectively:

Three Months Ended June 30,

There were no unrealized gains or unrealized losses for money market funds as of September 30, 2025 or March 31, 2025.

The following table sets forth the changes in fair value of contingent consideration for the six months ended September 30, 2025 and 2024, respectively:

Six Months Ended September 30,

(In thousands)

4 unchanged sentences

Short-term investments

The Company had money market funds of $ 11.9 million and $ 4.8 million at June 30, 2025 and March 31, 2025, respectively, included in cash and cash equivalents on the Condensed Consolidated Balance Sheets.

The Company had money market funds of $ 15.0 million and $ 4.8 million at September 30, 2025 and March 31, 2025, respectively, included in cash and cash equivalents on the Condensed Consolidated Balance Sheets.

The Company monitors its investments for impairment periodically and records appropriate reductions in carrying values when declines are determined to be other-than-temporary.

There were no available-for-sale investments at June 30, 2025 or March 31, 2025, respectively.

There were no available-for-sale investments at September 30, 2025 or March 31, 2025, respectively.

NOTE 8—LEASES

9 unchanged sentences

Supplemental balance sheet information related to leases was as follows:

June 30, 2025

September 30, 2025

March 31, 2025

6 unchanged sentences

The following table provides the details of lease costs:

Three Months Ended June 30,

Three Months Ended September 30,

Six Months Ended September 30,

(In thousands)

Operating lease cost

1 unchanged sentence

The following table provides other information related to leases:

Three Months Ended June 30,

Six Months Ended September 30,

(In thousands)

7 unchanged sentences

Operating leases

The following table provides the maturities of the Company’s operating lease liabilities as of June 30, 2025:

The following table provides the maturities of the Company’s operating lease liabilities as of September 30, 2025:

Operating Lease

(In thousands)

2026 (remaining nine months)

2026 (remaining six months)

Total undiscounted future cash flows

8 unchanged sentences

Further, the Company’s obligations under these agreements may be limited in terms of time and/or amount, and in some instances, the Company may have recourse against third parties for certain payments made by it under these agreements.

It is not possible to predict the maximum potential amount of future payments that may be required under these or similar agreements due to the conditional nature of the Company’s obligations and the unique facts and

circumstances involved in each particular agreement.

Historically, payments made by the Company under these agreements have not had a material effect on its business, financial condition, cash flows or results of operations.

NOTE 10—STOCK-BASED COMPENSATION

As of June 30, 2025, 2,841,569 shares of common stock were available for grant under the Company’s Amended and Restated 2016 Equity Incentive Plan.

The following table summarizes the Company’s stock option activities for the three months ended June 30, 2025:

As of September 30, 2025, 2,354,451 shares of common stock were available for grant under the Company’s Amended and Restated 2016 Equity Incentive Plan.

The following table summarizes the Company’s stock option activities for the six months ended September 30, 2025:

Number of Shares

3 unchanged sentences

Balance at March 31, 2025

Balance at June 30, 2025

Balance at September 30, 2025

Options vested and exercisable

1 unchanged sentence

Options unvested

The aggregate intrinsic value of options exercised during the three month period ended June 30, 2025 was $ 2,872 .

The aggregate intrinsic value of options exercised during the six month period ended September 30, 2025 was $ 10,471 .

The following table summarizes stock-based compensation expense by line item in the Condensed Consolidated Statements of Operations, all relating to employee stock plans:

Three Months Ended June 30,

Three Months Ended September 30,

Six Months Ended September 30,

(In thousands)

Cost of revenues

2 unchanged sentences

NOTE 11—RELATED PARTY TRANSACTIONS

The Company incurred manufacturing services of approximately $ 16,000 and $ 8,000 during the three months ended June 30, 2025 and 2024, respectively, from Wistron Neweb Corp (“WNC”) in connection with the manufacturing of single-APU PCIe boards, to be used in the Company’s in-place associative computing product.

The Company incurred manufacturing services of approximately $ 24,000 and $ 14,000 during the three months ended September 30, 2025 and 2024, respectively and $ 40,000 and $ 22,000 for the six months ended September 30, 2025 and 2024, respectively, from Wistron Neweb Corp (“WNC”) in connection with the manufacturing of single-APU PCIe boards, to be used in the Company’s in-place associative computing product.

Haydn Hsieh, a member of the Company’s board of directors, is the Chairman and Chief Strategy Officer of WNC.

The amount owed to WNC, $ 16,000 and $ 8,000 at June 30, 2025 and March 31, 2025, respectively, is included in accounts payable in the Condensed Consolidated Balance Sheets.

The amount owed to WNC, $ 17,000 and $ 8,000 at September 30, 2025 and March 31, 2025, respectively, is included in accounts payable in the Condensed Consolidated Balance Sheets.

NOTE 12—SEGMENT AND GEOGRAPHIC INFORMATION

4 unchanged sentences

This measure is presented on the condensed consolidated statements of operations and comprehensive loss.

Significant segment expenses included in net income (loss) include cost of

revenue, research and development, selling, general and administrative expense, interest income, other income (expense), net, and income tax provision, which are presented on the condensed consolidated statements of operations and comprehensive loss.

Significant segment expenses included in net income (loss) include cost of revenue, research and development, selling, general and administrative expense, interest income, other income (expense), net, and income tax provision, which are presented on the condensed consolidated statements of operations and comprehensive loss.

The measure of segment assets is reported on the condensed consolidated balance sheets as total consolidated assets.

The following is a summary of net revenues by geographic area based on the location to which product is shipped:

Three Months Ended June 30,

Three Months Ended September 30,

Six Months Ended September 30,

(In thousands)

United States

4 unchanged sentences

Under the SDA Agreement, the Company will receive an award funded by the Small Business Innovation Research program.

Pursuant to an agreed-upon schedule, the Company will receive milestone payments which total an estimated $ 1.25 million upon successful completion of each milestone.

Pursuant to an agreed-upon schedule, the Company will receive milestone payments which total an estimated $ 1.25 million upon successful completion of each milestone, of which $ 180,000 remains at September 30, 2025.

In September 2025, the prototype agreement was amended to increase the total award amount to $ 2.0 million by adding milestones related to determining the radiation hardened capability of the APU2 device.

In November 2023, the Company entered into a second prototype agreement with the U.S.

Air Force Research Laboratory (“AFRL”) for the development of specialized algorithms for a Next-Generation Compute-In-Memory Associative Processing Unit (APU2) to Enable High-Performance Computing in Space.

Pursuant to an agreed-upon schedule, the Company will receive milestone payments which total an estimated $ 1.1 million upon successful completion of each milestone.

Pursuant to an agreed-upon schedule, the Company will receive milestone payments which total an estimated $ 1.1 million upon successful completion of each milestone, of which $ 48,000 remains at September 30, 2025.

In October 2024, the Company was selected by the U.S.

3 unchanged sentences

The Company applies IAS 20, by analogy, and recognizes the award as a reduction of research and development expenses based on a cost incurred method.

During the three months ended June 30, 2025, the Company recognized $ 543,000 as a reduction to research and development expense in the Condensed Consolidated Statements of Operations compared to $ 281,000 in the three months ended June 30, 2024.

During the quarters ended June 30, 2025 and June 30, 2024, the Company received total milestone payments of $ 594,000 and $ 79,000 , respectively.

During the three and six months ended September 30, 2025, the Company recognized $ 279,000 and $ 822,000 , respectively, as a reduction to research and development expense in the Condensed Consolidated Statements of Operations compared to $ 0 and $ 318,000 , respectively, in the three and six months ended September 30, 2024.

During the six months ended September 30, 2025 and 2024, the Company received total milestone payments of $ 1.4 million and $ 281,000 , respectively.

NOTE 14—SUBSEQUENT EVENT

On October 21, 2025, the Company entered into a securities purchase agreement (the “Purchase Agreement”) with an institutional investor (the “Purchaser”) pursuant to which the Company agreed to issue and sell, in a registered direct offering (the “Registered Direct Offering”) an aggregate of (i) 1,508,462 shares (the “Shares”) of the Company’s common stock, $ 0.001 par value per share (the “Common Stock”) at a price of $ 10.00 per Share and (ii) pre-funded warrants to purchase 3,491,538 shares of Common Stock (the “Pre-Funded Warrants” and, collectively with the Shares, the “Offered Securities”).

Each of the Pre-Funded Warrants is exercisable for one

share of Common Stock at the exercise price of $ 0.01 per Pre-Funded Warrant, immediately exercisable, and may be exercised at any time.

The Purchaser’s ability to exercise its Pre-Funded Warrants is subject to certain beneficial ownership limitations set forth therein.

The gross proceeds to the Company from the Registered Direct Offering were approximately $ 50 million, before deducting the placement agents’ fees and other offering expenses payable by the Company of approximately $ 3.0 million.

The Registered Direct Offering closed on October 22, 2025.

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