What changed in this filing

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Item 2. Unregistered Sales of Equity Securities

2026-08-14 compared with 2026-05-13 · 46 added, 46 removed, 12 unchanged (88% of the section changed)

Unregistered Sales of

Equity Securities and Use of Proceeds

Unregistered Sales

of Equity Securities and Use of Proceeds

Common Stock Purchase Agreement

As previously disclosed on the Company’s Current Report on Form

8-K filed on February 28, 2025, on February 25, 2025, the Company entered into a common stock purchase agreement (the “Common Stock

Purchase Agreement”) and a related registration rights agreement (the “White Lion RRA”) with White Lion GBM Innovation

Fund (“White Lion”), which agreements were subsequently amended, as disclosed in the Company’s Current Reports on Form

8-K filed on May 12, 2025 and April 9, 2026.

Capitalized terms used but not defined herein shall have the meanings ascribed to such terms

in the Common Stock Purchase Agreement, as amended.

Shares of Common Stock issuable under the

Common Stock Purchase Agreement have been registered for resale by the selling stockholder pursuant to the Company’s

registration statement on Form S-1, initially filed with the Securities and Exchange Commission on May 28, 2025 and subsequently

amended by Amendment No.

1 to Form S-1 filed on June 10, 2025.

Pursuant to the Common Stock Purchase Agreement, as amended, the Company

has the right, but not the obligation, to require White Lion to purchase, from time to time, shares of the Company’s common stock,

par value $0.0001 per share (the “Common Stock”), in an aggregate gross purchase price of up to the lesser of (i) $78,900,000

and (ii) the Exchange Cap, in each case, subject to certain limitations and conditions set forth therein.

As further amended on April 7, 2026, the Common Stock Purchase Agreement

was modified to revise certain defined terms, including “Purchase Notice” and “Purchase Notice Limit,” and to

introduce additional purchase notice mechanisms, including intraday purchase notices and fixed purchase notices, providing the Company

with enhanced flexibility in accessing the equity line.

The Company intends to use the net proceeds from any sales of Common

Stock under the Common Stock Purchase Agreement for general corporate purposes, including working capital, research and development, and

other operating expenses.

For the three months ended March 31, 2026, the

As previously disclosed on the Company’s

Current Report on Form 8-K filed on February 28, 2025, on February 25, 2025, the Company entered into a common stock purchase agreement

(the “Common Stock Purchase Agreement”) and a related registration rights agreement (the “White Lion RRA”) with

White Lion GBM Innovation Fund (“White Lion”), which agreements were subsequently amended, as disclosed in the Company’s

Current Reports on Form 8-K filed on May 12, 2025.

Capitalized terms used but not defined herein shall have the meanings ascribed to such

terms in the Common Stock Purchase Agreement, as amended.

Shares of Common Stock issuable under the Common

Stock Purchase Agreement have been registered for resale by the selling stockholder pursuant to the Company’s registration statement

on Form S-1, initially filed with the Securities and Exchange Commission on May 28, 2025 and subsequently amended by Amendment No.

Form S-1 filed on June 10, 2025.

Pursuant to the Common Stock Purchase Agreement,

as amended, the Company has the right, but not the obligation, to require White Lion to purchase, from time to time, shares of the Company’s

common stock, par value $0.0001 per share (the “Common Stock”), in an aggregate gross purchase price of up to the lesser of

(i) $78,900,000 and (ii) the Exchange Cap, in each case, subject to certain limitations and conditions set forth therein.

On April 7, 2026, the Company entered into Amendment

2 to the Common Stock Purchase Agreement with White Lion, as disclosed in the Company’s Current Report on Form 8-K filed on April

The amendment enhances the Company’s flexibility

under its equity line of credit by introducing intraday and fixed purchase notice mechanisms, each subject to specified conditions and

based on discounted volume-weighted average price (“VWAP”) formulas.

The amendment also provides for related settlement procedures,

including generally one business day settlement, and includes certain threshold price adjustment provisions applicable to specific purchase

The Company intends to use the net proceeds from

any sales of Common Stock under the Common Stock Purchase Agreement for general corporate purposes, including working capital, research

and development, and other operating expenses.

For the three months ended June 30, 2026, the

Company issued an aggregate of 1,818,937 shares of its Common Stock under the Common Stock Purchase Agreement for gross proceeds of approximately

1 unchanged sentence

Warrant and Convertible Promissory Notes

In connection with the foregoing financing arrangements, on May 12,

2025, the Company issued to White Lion (i) a warrant to purchase shares of Common Stock with an aggregate value of up to approximately

In connection with the foregoing financing arrangements,

on May 12, 2025, the Company issued to White Lion (i) a warrant to purchase shares of Common Stock with an aggregate value of up to approximately

$4.0 million (the “2025 Warrant”) and (ii) convertible promissory notes with an aggregate funding amount of approximately

$1.0 million (the “2025 Note”).

As of March 31, 2026, a portion of the 2025 Warrant remained outstanding with an aggregate

value of $2,019,290, and the 2025 Note had been fully repaid.

Subsequently, on April 7, 2026, the Company entered into a Note Purchase

Agreement with White Lion, pursuant to which the Company issued a senior secured convertible promissory note in the principal amount of

$1,055,555.55 (the “2026 Note”).

In consideration for the issuance of the 2026 Note, the Company received (i) $500,000 in

cash and (ii) a reduction of $2,019,290 of amounts outstanding under 2025 Warrant agreement, resulting in such warrant having no remaining

The 2026 Note described above was issued in reliance upon the exemption

from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended, and/or Regulation D promulgated thereunder, as

a transaction not involving a public offering.

A more detailed discussion of the foregoing financing arrangements

is included in Part II, Item 2, “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity

Subsequently, on April 7, 2026, the Company entered

into a Note Purchase Agreement with White Lion, pursuant to which the Company issued a senior secured convertible promissory note in the

principal amount of $1,055,555.55 (the “2026 Note”).

In consideration for the issuance of the 2026 Note, the Company received

(i) $500,000 in cash and (ii) a reduction of $2,019,290 of amounts outstanding under 2025 Warrant agreement, resulting in such warrant

having no remaining value.

As of June 30, 2026, the outstanding balance of the 2026 Note is $927,495.

The 2026 Note described above was issued in reliance

upon the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended, and/or Regulation D promulgated

thereunder, as a transaction not involving a public offering.

A more detailed discussion of the foregoing financing

arrangements is included in Part II, Item 2, “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity

and Capital Resources.”

Use of Proceeds from Registered Offerings

In connection with the closing of the Company’s business combination

in February 2025, approximately $1.2 million remained in the trust account following shareholder redemptions.

As of the date of this report,

such funds have not yet been released and therefore have not been available for use by the Company.

Legal Proceedings”

for additional information regarding certain ongoing matters involving the Company.

In connection with the closing of the Company’s

business combination in February 2025, approximately $1.2 million remained in the trust account following shareholder redemptions.

of the date of this report, such funds have not yet been released and therefore have not been available for use by the Company.

Legal Proceedings” for additional information regarding certain ongoing matters involving the Company.

Defaults Upon Senior Securities

3 unchanged sentences

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 2. Unregistered Sales of Equity Securities