What changed in this filing

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Item 1. Financial Statements

2026-02-06 compared with 2025-11-07 · 110 added, 89 removed, 398 unchanged (33% 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 September 30,

Six Months Ended September 30,

Three Months Ended December 31,

Nine Months Ended December 31,

(In thousands, except per share amounts)

4 unchanged sentences

Selling, general and administrative

Gain from sale and leaseback transaction

Gain from sale of assets

Total operating expenses

1 unchanged sentence

Interest income, net

Gain on change in fair value of warrants liability

Issuance costs associated with warrants liability

Other expense, net

Loss before income taxes

Provision for income taxes

Provision (benefit) for income taxes

Net loss per share:

3 unchanged sentences

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

Three Months Ended September 30,

Six Months Ended September 30,

Three Months Ended December 31,

Nine Months Ended December 31,

(In thousands)

7 unchanged sentences

Stockholders'

Three months ended September 30, 2025

Three months ended December 31, 2025

(In thousands, except share amounts)

Balance, June 30, 2025

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

Balance, September 30, 2025

Issuance of common stock under employee stock option plans

Issuance of common stock net of issuance costs of $ 314

Warrants exercised

Stock-based compensation expense

Balance, September 30, 2025

Balance, December 31, 2025

Comprehensive

Stockholders'

Three months ended September 30, 2024

Balance, June 30, 2024

Three months ended December 31, 2024

Balance, September 30, 2024

Issuance of common stock under employee stock option plans

Stock-based compensation expense

Balance, September 30, 2024

Balance, December 31, 2024

Comprehensive

Stockholders'

Six months ended September 30, 2025

Nine months ended December 31, 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 pursuant to an At-the-Market offering, net of issuance costs of $ 573

Issuance of common stock under employee stock option plans

Issuance of common stock net of issuance costs of $ 314

Warrants exercised

Stock-based compensation expense

Balance, September 30, 2025

Balance, December 31, 2025

Comprehensive

Stockholders'

Six months ended September 30, 2024

Nine months ended December 31, 2024

Balance, March 31, 2024

1 unchanged sentence

Stock-based compensation expense

Balance, September 30, 2024

Balance, December 31, 2024

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

1 unchanged sentence

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOW S

Six Months Ended September 30,

Nine Months Ended December 31,

(In thousands)

7 unchanged sentences

Gain from sale of assets

Change in fair value of warrants liability

Stock-based compensation

10 unchanged sentences

Cash flows from financing activities:

Proceeds from issuance of common stock under At-the-Market offering, net of offering costs of $ 573

Proceeds from issuance of common stock under At-the-Market offering, net of issuance costs of $ 573

Proceeds from common stock, net of issuance costs of $ 314

Proceeds from issuance of warrants

Proceeds from warrants exercised

Proceeds from issuance of common stock under employee stock plans

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

The consolidated results of operations for the nine months ended December 31, 2025 are not necessarily indicative of the results to be expected for the entire fiscal year.

Significant accounting policies

18 unchanged sentences

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.

At December 31, 2025, three customers accounted for 41 %, 34 % and 15 % of our accounts receivable, respectively.

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

2 unchanged sentences

Accounts receivable are written-off and charged against an allowance for credit losses when the Company has exhausted collection efforts without success.

Warrant Liabilities

The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “Derivatives and Hedging.” For derivative financial instruments that are accounted for as liabilities, including warrant liabilities, the derivative instrument is initially recorded at its fair value on the issuance date and is then re-valued upon exercise or at each reporting date for unexercised warrants, with changes in the fair value reported in the condensed consolidated statements of operations.

The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period.

Derivative warrant liabilities are classified as non-current liabilities as their liquidation is not reasonably expected to require the use of current assets or require the creation of current liabilities.

Risk and uncertainties

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.

The challenging global economic environment due to, among other things, increased or new tariffs, export controls and other trade barriers and trade disputes, 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 nine months ended December 31, 2025.

The Company believes that during the next 12 months disruptions in the capital markets as a result of increased or new tariffs, export controls and other trade barriers, trade disputes and increasing geopolitical tensions, worldwide inflationary pressures 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

3 unchanged sentences

2023-09 is effective for annual periods beginning after December 15, 2024.

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

The Company is currently evaluating the disclosure requirements and its effect on the condensed consolidated financial statements.

In November 2024, the FASB issued ASU No.

10 unchanged sentences

Early adoption is permitted.

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

The Company is currently evaluating the disclosure requirements and its effect on the condensed consolidated financial statements.

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

3 unchanged sentences

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.

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

In December 2025, the FASB issued ASU No.

2025-10, Government Grants (Topic 832):

Accounting for Government Grants Received by Business Entities (“ASU 2025-10”) to establish authoritative guidance on how to recognize, measure, and present government grants received by business entities.

This ASU defines a government grant, establishes when and how a grant related to an asset or income is recognized and measured, and includes presentation and disclosure requirements.

ASU 2025-10 is effective for annual periods beginning after December 15, 2028, or our fiscal 2030, and interim reporting periods within those annual reporting periods.

We are currently evaluating the potential impact of adopting ASU 2025-10 on our condensed 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 99 % and 99 % of total revenues in the six months ended September 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 nine months ended December 31, 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 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.

Based on information provided to the Company by its contract manufacturers and distributors, purchases by Nokia represented approximately 11 % and 4 % of the Company’s net revenues in the three months ended December 31, 2025 and 2024, respectively and 8 % and 14 % of the Company’s net revenue in the nine months ended December 31, 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 18 % and 23 % of the Company’s net revenues in the three months ended December 31, 2025 and 2024, respectively and 11 % and 20 % of the Company’s net revenue in the nine months ended December 31, 2025 and 2024, respectively.

Based on information provided to the Company by its contract manufacturers and distributors, purchases by Cadence Design Systems represented approximately 4 % and 18 % of the Company’s net revenues in the three months ended December 31, 2025 and 2024, respectively and 17 % and 7 % of the Company’s net revenue in the nine months ended December 31, 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 September 30,

Six Months Ended September 30,

Three Months Ended December 31,

Nine Months Ended December 31,

(In thousands)

4 unchanged sentences

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,

Three Months Ended December 31,

Nine Months Ended December 31,

(In thousands, except per share amounts)

8 unchanged sentences

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 September 30,

Six Months Ended September 30,

Three Months Ended December 31,

Nine Months Ended December 31,

(In thousands)

2 unchanged sentences

NOTE 4—BALANCE SHEET DETAIL

September 30, 2025

December 31, 2025

March 31, 2025

2 unchanged sentences

Finished goods

September 30, 2025

Inventory at distributors

December 31, 2025

March 31, 2025

3 unchanged sentences

Allowances for credit losses

September 30, 2025

December 31, 2025

March 31, 2025

4 unchanged sentences

Other prepaid expenses and other current assets

September 30, 2025

December 31, 2025

March 31, 2025

5 unchanged sentences

Accumulated depreciation

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

Depreciation expense was $ 104,000 and $ 100,000 for the three months ended December 31, 2025 and 2024, respectively and $ 289,000 and $ 336,000 for the nine months ended December 31, 2025 and 2024, respectively.

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

As of December 31, 2025

Intangible assets:

3 unchanged sentences

Product designs

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.

Amortization of intangible assets included in cost of revenues was $ 59,000 and $ 59,000 for the three months ended December 31, 2025 and 2024, respectively and $ 176,000 and $ 175,000 for the nine months ended December 31, 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 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):

There were no impairment indicators noted as of December 31, 2025.

As of December 31, 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 six months)

September 30, 2025

2026 (remaining three months)

December 31, 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 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.

There were no severance related charges in the three and nine months ended December 31, 2025.

The Company incurred $ 357,000 in severance related charges during the nine months ended December 31, 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 September 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 December 31, 2025 and March 31, 2025 as severance payments to all impacted employees have been completed as of March 31, 2025.

NOTE 5—GOODWILL

3 unchanged sentences

The Company has one reporting unit.

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

The Company had a goodwill balance of $ 8.0 million as of both December 31, 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 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.

For the nine months ended December 31, 2025 and December 31, 2024, the Company incurred income tax expense (benefit) of ($ 156,000 ) and $ 124,000 on net losses before income taxes of ($ 8.6 million) and ($ 8.3 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 ( 2.82 %) 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.

The Company’s estimated annual effective income tax rate, excluding discrete items, was approximately 0.84 % and ( 1.66 %) for the nine months ended December 31, 2025 and 2024, respectively.

The annual effective tax rates for the nine months ended December 31, 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

September 30, 2025

December 31, 2025

Money market funds

4 unchanged sentences

Money market funds

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,

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

The following table sets forth the changes in fair value of contingent consideration for the nine months ended December 31, 2025 and 2024, respectively:

Nine Months Ended December 31,

(In thousands)

4 unchanged sentences

Short-term investments

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 had money market funds of $ 52.3 million and $ 4.8 million at December 31, 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 September 30, 2025 or March 31, 2025, respectively.

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

NOTE 8—LEASES

9 unchanged sentences

Supplemental balance sheet information related to leases was as follows:

September 30, 2025

December 31, 2025

March 31, 2025

6 unchanged sentences

The following table provides the details of lease costs:

Three Months Ended September 30,

Six Months Ended September 30,

Three Months Ended December 31,

Nine Months Ended December 31,

(In thousands)

3 unchanged sentences

The following table provides other information related to leases:

Six Months Ended September 30,

Nine Months Ended December 31,

(In thousands)

7 unchanged sentences

Operating leases

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

The following table provides the maturities of the Company’s operating lease liabilities as of December 31, 2025:

Operating Lease

(In thousands)

2026 (remaining six months)

2026 (remaining three months)

Total undiscounted future cash flows

11 unchanged sentences

NOTE 10—STOCK-BASED COMPENSATION

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:

As of December 31, 2025, 2,280,755 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 nine months ended December 31, 2025:

Number of Shares

3 unchanged sentences

Balance at March 31, 2025

Balance at September 30, 2025

Balance at December 31, 2025

Options vested and exercisable

1 unchanged sentence

Options unvested

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

The aggregate intrinsic value of options exercised during the nine month period ended December 31, 2025 was $ 3,983,345 .

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 September 30,

Six Months Ended September 30,

Three Months Ended December 31,

Nine Months Ended December 31,

(In thousands)

4 unchanged sentences

NOTE 11—RELATED PARTY TRANSACTIONS

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.

The Company incurred manufacturing services of approximately $ 0 and $ 55,000 during the three months ended December 31, 2025 and 2024, respectively, and $ 40,000 and $ 77,000 for the nine months ended December 31, 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, $ 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.

The amount owed to WNC, $ 0 and $ 8,000 at December 31, 2025 and March 31, 2025, respectively, is included in accounts payable in the Condensed Consolidated Balance Sheets.

NOTE 12—SEGMENT AND GEOGRAPHIC INFORMATION

7 unchanged sentences

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

Three Months Ended September 30,

Six Months Ended September 30,

Three Months Ended December 31,

Nine Months Ended December 31,

(In thousands)

6 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, of which $ 180,000 remains at September 30, 2025.

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, all of the original milestones were completed at December 31, 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.

1 unchanged sentence

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, 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 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.

During the three and nine months ended December 31, 2025, the Company recognized $ 180,000 and $ 1.0 million, 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 nine months ended December 31, 2024.

During the nine months ended December 31, 2025 and 2024, the Company received total milestone payments of $ 1.6 million and $ 281,000 , respectively.

NOTE 14—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 in exchange for shares of Common Stock is subject to certain beneficial ownership limitations set forth therein.

The Pre-Funded Warrants were classified as a liability upon issuance.

All of the Pre-Funded Warrants were exercised during the quarter ended December 31, 2025 resulting in a gain of $ 6.2 million on the change in the fair value of the Pre-Funded Warrants.

The gross proceeds to the Company from the Registered Direct Offering were $ 50.0 million, before deducting the placement agents’ fees and other offering expenses payable by the Company of $ 3.1 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