What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2025-11-10 compared with 2025-08-08 · 133 added, 78 removed, 409 unchanged (34% of the section changed)

3 unchanged sentences

(In thousands, except shares and per share data)

September 30,

2025 December 31, 2024

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Cash and cash equivalents $ 7,278 $ 1,307

Short-term investments 2,970 —

Accounts receivable, net 454 335

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Preferred stock, $ 0.001 par value, 10,000,000 shares authorized, none issued and outstanding

Common stock, $ 0.001 par value, 100,000,000 shares authorized, 3,764,143 and 1,035,893 shares issued and outstanding as of June 30, 2025 and December 31, 2024, respectively

Common stock, $ 0.001 par value, 100,000,000 shares authorized, 5,223,015 and 1,035,893 shares issued and outstanding as of September 30, 2025 and December 31, 2024, respectively

Additional paid-in capital 152,019 138,607

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(In thousands, except shares and per share data)

Three Months Ended June 30, Six Months Ended June 30,

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

2025 2024 2025 2024

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Miscellaneous income — 29 — 30

Other income (expense), net ( 2 ) 18 ( 4 ) 29

Other income, net 49 34 45 63

Net loss and comprehensive loss $ ( 1,298 ) $ ( 1,513 ) $ ( 4,579 ) $ ( 4,929 )

5 unchanged sentences

(In thousands)

Six Months Ended

Nine Months Ended

September 30,

Cash flows from operating activities:

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Bad debt expense 6 2

Accretion of interest on held-to-maturity investments ( 6 ) —

Gain on sale of property and equipment — ( 28 )

Changes in operating assets and liabilities:

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Inventory 27 ( 85 )

Other assets 22 ( 36 )

Accounts payable 22 ( 22 )

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Cash flows from investing activities:

Purchase of held-to-maturity investments ( 2,964 ) —

Purchase of property and equipment ( 125 ) ( 69 )

Proceeds received from sale of property and equipment — 28

Net cash used in investing activities ( 3,089 ) ( 41 )

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We have developed and are commercializing products for managing animal pest populations through fertility control.

Our current products focus on rat and mouse populations, and are known as ContraPest ® , Evolve TM Rat and Evolve Mouse.

Our current products focus on rat and mouse populations, and are known as ContraPest ® , Evolve ® Rat and Evolve Mouse.

ContraPest, our initial product, is a liquid bait containing the active ingredients 4-vinylcyclohexene diepoxide and triptolide.

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Accordingly, ContraPest is an additional tool to use as part of an integrated pest management program.

In August 2016, the U.S.

Environmental Protection Agency (“EPA”) granted an unconditional registration for ContraPest as a restricted use pesticide (“RUP”), requiring purchase or application oversight by a licensed professional.

In October 2018, the EPA approved the removal of the RUP designation and ContraPest was reclassified as a general use pesticide.

To date, ContraPest is registered in all 50 states and the District of Columbia ( 49 states and the District of Columbia have approved the RUP designation) and two major U.S.

To date, ContraPest is registered in all 50 states and the District of Columbia ( 49 states and the District of Columbia have approved the restricted use pesticide designation) and two major U.S.

territories, Puerto Rico and the U.S.

Virgin Islands.

In March 2022, the EPA granted a sub-label for ContraPest allowing for an alternative delivery system in a hanging bait station.

This sub-label is marketed as Elevate Bait System TM and was designed to target roof rat habitats and infestations.

The Evolve product line, which began in the form of Evolve Rat, launched in January 2024, and is currently our lead product.

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By targeting the reproductive systems of both male and female rats and with palatability generating continued consumption, the use of Evolve Rat can lead to a sustained reduction of the rat population.

Evolve Rat meets the EPA’s minimum risk pesticide conditions under the Federal Insecticide, Fungicide, and Rodenticide Act (“FIFRA”), Section 25(b).

Evolve Rat meets the U.S.

Environmental Protection Agency’s (“EPA’s”) minimum risk pesticide conditions under the Federal Insecticide, Fungicide, and Rodenticide Act (“FIFRA”), Section 25(b).

Due to its classification, Evolve Rat is exempt from federal registration because it poses little to no risk to human health and the environment.

Evolve Rat may also be used in agricultural application, as it is made from food ingredients with tolerance exemptions for both food and nonfood applications.

There are 10 states that accept the federal exemption for pesticide registration and require no additional determination or approval.

In states that do not accept the federal exemption, we must obtain registration from the various state regulatory agencies.

To date, we are authorized to sell Evolve Rat in 48 states and territories.

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When regulatory and financial conditions permit, we will seek regulatory approval for additional jurisdictions beyond the United States.

Going Concern

Our condensed financial statements as of June 30, 2025 were prepared under the assumption that we would continue as a going concern.

The reports of our independent registered public accounting firm that accompanies our financial statements for each of the years ended December 31, 2024 and December 31, 2023 contain a going concern qualification in which such firm expressed substantial doubt about our ability to continue as a going concern, based on the financial statements at that time.

Specifically, we have incurred significant operating losses since our inception, and we expect to continue to incur

significant expenses and operating losses for the foreseeable future.

These prior losses and expected future losses have had, and will continue to have, an adverse effect on our financial condition.

If we encounter continued issues or delays in the commercialization of fertility control products, our expected future losses could have an adverse effect on our financial condition and negatively impact our ability to fund continued operations, obtain additional financing in the future and continue as a going concern.

There are no assurances that such financing, if necessary, will be available to us at all or will be available in sufficient amounts or on reasonable terms.

Our financial statements do not include any adjustments that may result from the outcome of this uncertainty.

If we are unable to generate additional funds in the future through additional financings, sales of our products, licensing fees, royalty payments or from other sources or transactions, we will exhaust our resources and will be unable to continue operations.

Going Concern Substantial Doubt Alleviated

Our condensed financial statements as of September 30, 2025 were prepared under the assumption that we would continue as a going concern.

The reports of our independent registered public accounting firm that accompany our financial statements for each of the years ended December 31, 2024 and December 31, 2023 contain a going concern qualification in which such firm expressed substantial doubt about our ability to continue as a going concern, based on the financial statements at that time.

In connection with the preparation of its condensed financial statements for the three and nine month periods ended September 30, 2025, the Company’s management evaluated the Company’s ability to continue as a going concern in accordance with the ASU 2014-15, Presentation of Financial Statements–Going Concern (Subtopic 205-40), which requires an assessment of relevant conditions or events, considered in the aggregate, that are known or reasonably knowable by management on the issuance dates of the financial statements, which indicated the probable likelihood that the

Company will be able to meet its obligations as they become due within one year after the issuance date of the financial statements.

As part of its evaluation, management assessed known events, trends, commitments, and uncertainties, including proceeds from our recent financings.

During 2025, the Company has completed financing transactions generating net proceeds of $ 13.2 million from the sale of common stock, including the exercise of outstanding warrants.

The proceeds are available for operating expenses, including selling, general and administration expenses, as well as the cost of research and development.

Based on its evaluation, coupled with the 2025 financing transactions, management believes it has mitigated the circumstance that led to a doubt with respect to the Company’s ability to continue as a going concern, which existed at the time of the filing of the Company’s prior annual report.

The Company’s cash, cash equivalents and short-term investments of $ 10.2 million as of September 30, 2025 will enable it to meet its obligations for the next 12 months and the foreseeable future.

Liquidity and Capital Resources

Since our inception, we have incurred significant operating losses related to our research and development and commercialization efforts and we expect these losses to continue in the near term.

We have generated limited revenue to date from product sales and have primarily funded our operations through the sale of equity securities, including common stock and warrants to purchase common stock.As of June 30, 2025, we had an accumulated deficit of $ 139.4 million and cash and cash equivalents of $ 6.1 million.

As of September 30, 2025, we had an accumulated deficit of $ 140.7 million and cash and cash equivalents and short-term investments of $ 10.2 million.

Our ultimate, long-term success depends upon the outcome of a combination of factors, including the following:

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(ii) market acceptance, commercial viability and profitability of fertility control products and other products;

(iii) the ability to market our products and establish an effective sales force and marketing infrastructure to generate significant revenue;

(iii) our ability to market our products and establish an effective sales force and marketing infrastructure to generate significant revenue;

(iv) the success of our research and development;

(v) the ability to retain and attract key personnel to develop, operate and grow our business;

(v) our ability to retain and attract key personnel to develop, operate and grow our business;

and (vi) our ability to meet our working capital needs.

Based upon our current operating plan, we expect that cash and cash equivalents at June 30, 2025, in combination with anticipated revenue and any additional sales of our equity securities, including the most recent warrant exercise transaction in August 2025, see Note 11, Subsequent Events , will be sufficient to fund our current operations through at least the end of fiscal 2027.While we have evaluated and continue to evaluate our operating expenses and concentrate our resources toward the successful commercialization of fertility control products in the United States, additional financing may still be needed before achieving anticipated revenue targets and margin targets.

If we are unable to raise necessary capital through the sale of our securities, we may be required to take other measures that could impair our ability to be successful and operate as a going concern.

Based upon our current operating plan, we expect that cash and cash equivalents and short-term investments at September 30, 2025, in combination with anticipated revenue and any additional sales of our equity securities, will be sufficient to fund our current operations for the next 12 months and the foreseeable future.

While we have evaluated and continue to evaluate our operating expenses and have focused our resources on the successful commercialization of fertility control products in the United States, additional financing may still be needed before achieving our anticipated revenue and margin targets.

If we are unable to raise the necessary capital through the sale of our securities, we may be required to take other measures that could impair our ability to be successful and operate as a going concern.

In any event, additional capital may be needed in order to fund our operating losses and research and development activities before we become profitable.

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GAAP”) have been condensed or omitted pursuant to such rules and regulations.

In our opinion, the unaudited condensed financial statements include all material adjustments, all of which are of a normal and recurring nature, necessary to present fairly our financial position as of June 30, 2025, and our operating results and cash flows for the six month periods ended June 30, 2025 and 2024.

In our opinion, the unaudited condensed financial statements include all material adjustments, all of which are of a normal and recurring nature, necessary to present fairly our financial position as of September 30, 2025, and our operating results and cash flows for the nine month periods ended September 30, 2025 and 2024.

The accompanying financial information as of December 31, 2024 is derived from audited financial statements.

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Advertising Costs

Advertising costs are expensed as incurred and were $ 34,000 and $ 62,000 for the three months ended June 30, 2025 and 2024, respectively, and $ 57,000 and $ 121,000 for the six months ended June 30, 2025 and 2024, respectively.

Advertising costs are expensed as incurred and were $ 55,000 and $ 58,000 for the three months ended September 30, 2025 and 2024, respectively, and $ 112,000 and $ 180,000 for the nine months ended September 30, 2025 and 2024, respectively.

Comprehensive Loss

1 unchanged sentence

As a result, our net loss and comprehensive loss were the same for the periods presented, and a separate statement of comprehensive loss is not included in the accompanying condensed financial statements.

Reclassification

To conform with the 2025 presentation, we have reclassified the non-cash operating lease expense of $ 5,000 from the change in other assets in the condensed statement of cash flows for the nine months ended September 30, 2024.

This reclassification had no impact on our condensed statement of operations and comprehensive loss for the nine months ended September 30, 2024.

BALANCE SHEET COMPONENTS

Cash and Cash Equivalents

Highly liquid investments with maturities of three months or less as of the date of acquisition are classified as cash equivalents, of which we had $ 6.1 million and $ 1.3 million as of June 30, 2025 and December 31, 2024, respectively, included within cash and cash equivalents in the condensed balance sheets.

Highly liquid investments with maturities of 90 days or less as of the date of acquisition are classified as cash equivalents, of which we had $ 7.3 million and $ 1.3 million as of September 30, 2025 and December 31, 2024, respectively, included within cash and cash equivalents in the condensed balance sheets.

Cash equivalents as of September 30, 2025 include $ 5.0 million in United States Treasury securities (“U.S.

Treasuries”) with maturities under 90 days.

Short-term Investments

As of September 30, 2025, we held investments totaling $ 3.0 million in U.S.

Treasuries, which are classified as held-to-maturity and measured at amortized cost, which approximates fair value.

We have both the intent and the ability to hold these securities to maturity.

Treasuries with original maturities greater than 90 days and less than one year are presented as short-term investments on the balance sheet.

Accounts Receivable, Net

Accounts receivable, net consisted of the following (in thousands):

September 30,

2025 December 31,

4 unchanged sentences

Three Months Ended

June 30, Six Months Ended

September 30, Nine Months Ended

September 30,

2025 2024 2025 2024

5 unchanged sentences

Inventory, net consisted of the following (in thousands):

September 30,

2025 December 31,

7 unchanged sentences

Three Months Ended

June 30, Six Months Ended

September 30, Nine Months Ended

September 30,

2025 2024 2025 2024

5 unchanged sentences

Prepaid expenses and other current assets consisted of the following (in thousands):

September 30,

2025 December 31,

8 unchanged sentences

Property and equipment, net consisted of the following (in thousands):

September 30,

2025 December 31,

10 unchanged sentences

Accrued expenses consisted of the following (in thousands):

September 30,

2025 December 31,

6 unchanged sentences

The notes payable for that certain equipment have a weighted average annual interest rate of 10.4 % with original terms of five years and are secured by the underlying equipment.

As of June 30, 2025, future principal payments were as follows (in thousands):

As of September 30, 2025, future principal payments were as follows (in thousands):

Total principal payments 220

3 unchanged sentences

The carrying amounts of our financial instruments, including accounts payable and accrued liabilities, approximate fair value due to their short maturities.

Notes payable and operating lease liability are recorded at amortized cost, which approximates fair value.

In August 2024, we entered into an operating lease for a new location for our corporate headquarters and manufacturing and research operations.

The lease commenced in April 2025 and expires in 2035.

The operating lease for our previous manufacturing and research operations and our corporate headquarters expired in May 2025.

The fair value of investments approximates cost due to their short-term nature and fixed

interest rates.

Notes payable and operating lease liability are measured at amortized cost, which approximates fair value based on current market rates and terms.

In April 2025, we relocated our corporate headquarters and manufacturing and research operations into a new facility under an operating lease that extends through 2035.

The operating lease for our previous location expired in May 2025.

The components of lease cost were as follows (in thousands):

Three Months Ended

June 30, Six Months Ended

September 30, Nine Months Ended

September 30,

2025 2024 2025 2024

Operating lease cost $ 90 $ 57 $ 160 $ 170

As of June 30, 2025, the maturities of under the operating lease liability were as follows (in thousands):

Short-term lease cost (1)

Variable lease cost (2)

Total lease cost $ 101 $ 68 $ 298 $ 204

(1) Includes amounts related to leases with original terms of 12 months or less and our company has elected the short-term lease exemption.

(2) Includes amounts related to common area maintenance, property taxes and any other lease-related charges that vary based on usage or actual costs and are not included in the operating lease liability.

As of September 30, 2025, the maturities of under the operating lease liability were as follows (in thousands):

Thereafter 2,245

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The 2018 Plan has since been amended and restated on certain occasions, most recently on July 11, 2024, when our stockholders approved an increase to the total number of authorized shares to 207,071 shares.

As of June 30, 2025, we have 32,182 shares of common stock available for issuance under the 2018 Plan.

As of September 30, 2025, we have 32,241 shares of common stock available for issuance under the 2018 Plan.

Currently, only stock options are outstanding under the 2018 Plan, which are generally issued with a per share exercise price equal to the fair market value of our common stock at the date of grant.

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Share Weighted

Three months ended June 30, 2025:

Outstanding as of March 31, 2025:

Three months ended September 30, 2025:

Outstanding as of June 30, 2025:

175,662 $ 23.14 9.1

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Expired ( 59 ) 4,658.85 —

Outstanding as of June 30, 2025 175,662 (1)

Six months ended June 30, 2025:

Outstanding as of September 30, 2025 175,603 (1)

Nine months ended September 30, 2025:

Outstanding as of December 31, 2024 147,616 27.13 9.5

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Expired ( 59 ) 4,658.85 —

Outstanding as of June 30, 2025 175,662 (1)

Exercisable as of June 30, 2025 81,175 46.15 8.9

Outstanding as of September 30, 2025 175,603 (1)

Exercisable as of September 30, 2025 107,388 33.24 8.7

(1) Includes options related to 603 shares that are inducement awards and not granted under the 2018 Plan.

The weighted average grant date fair value of options granted during the three and six months ended June 30, 2025 was $ 3.08 per share based on the following assumptions used in the Black-Scholes option pricing model:

The weighted average grant date fair value of options granted during the nine months ended September 30, 2025 was $ 3.08 per share based on the following assumptions used in the Black-Scholes option pricing model:

Expected volatility 162 %

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Three Months Ended

June 30, Six Months Ended

September 30, Nine Months Ended

September 30,

2025 2024 2025 2024

3 unchanged sentences

The allocation between research and development and selling, general and administrative expense was based on the department and services performed by the employee or non-employee.

As of June 30, 2025, the total compensation cost related to unvested options not yet recognized, unamortized stock-based compensation, was $ 245,000 , which will be recognized over a weighted average period of 2.1 years, assuming the employees and non-employees complete their service period required for vesting.

As of September 30, 2025, the total compensation cost related to unvested options not yet recognized, unamortized stock-based compensation, was $ 198,000 , which will be recognized over a weighted average period of 2.1 years, assuming the employees and non-employees complete their service period required for vesting.

STOCKHOLDERS’ EQUITY

Activity in equity during the three and six month periods ended June 30, 2025 and 2024 was as follows (dollars in thousands):

Activity in equity during the nine month periods ended September 30, 2025 and 2024 was as follows (dollars in thousands):

Common Stock Additional

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Stock-based compensation — — 90 — 90

Issuance of common stock, net 489,341 1 1,639 — 1,640

Issuance of common stock upon exercise of warrants, net 1,498,872 1 3,970 — 3,971

Issuance of common stock, net of transaction costs 489,341 1 1,639 — 1,640

Issuance of common stock upon exercise of warrants, net of transaction costs 1,498,872 1 3,970 — 3,971

Net loss — — — ( 1,616 ) ( 1,616 )

Balances as of June 30, 2025 3,764,143 4 146,351 ( 139,378 ) 6,977

Stock-based compensation — — 47 — 47

Issuance of common stock upon exercise of warrants, net of transaction costs 1,458,872 1 5,621 — 5,622

Net loss — — — ( 1,298 ) ( 1,298 )

Balances as of September 30, 2025 5,223,015 $ 5 $ 152,019 $ ( 140,676 ) $ 11,348

Balances as of December 31, 2023 514,003 $ 1 $ 136,263 $ ( 129,913 ) $ 6,351

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Balances as of June 30, 2024 515,340 1 136,442 ( 133,329 ) 3,114

In June 2025, we completed a warrant inducement transaction whereby we issued 1,458,872 shares of common stock pursuant to the exercise of warrants.

Stock-based compensation — — 73 — 73

Issuance of common stock upon exercise of warrants, net of transaction costs 505,502 — 1,977 — 1,977

Net loss — — — ( 1,513 ) ( 1,513 )

Balances as of September 30, 2024 1,020,842 $ 1 $ 138,492 $ ( 134,842 ) $ 3,651

In August 2025, we completed a warrant inducement transaction whereby we issued 1,458,872 shares of common stock pursuant to the exercise of warrants.

Certain warrant holders were induced to exercise warrants at the existing exercise price of $ 4.15 per share and pay a purchase price of $ 0.125 per share, or an aggregate purchase price of $ 274,000 , in consideration of our issuance of new warrants with similar terms as the warrants that were induced to exercise (the “August 2025 Warrant Inducement”).

Gross proceeds for warrants exercised in August 2025 was $ 6.3 million, before deducting $ 685,000 of issuance-related costs.

See Note 7, Common Stock Warrants , for a discussion of the new short-term warrants to purchase 2,188,308 shares that were issued in connection with the August 2025 Warrant Inducement.

In June 2025, we entered into a warrant inducement transaction whereby we agreed to issue 1,458,872 shares of common stock pursuant to the exercise of warrants.

Certain warrant holders were induced to exercise warrants at the existing exercise price of $ 2.90 per share and pay a purchase price of $ 0.125 per share, or an aggregate purchase price of $ 182,000 , in consideration of our issuance of new warrants with similar terms as the warrants that were induced to exercise (the “June 2025 Warrant Inducement”).

Additionally, warrants related to 40,000 shares were also exercised in June 2025 outside of the June 2025 Warrant Inducement.

Gross proceeds for warrants exercised in June 2025 was $ 4.5 million, before deducting $ 507,000 of issuance-related costs.

Additionally, warrants related to 40,000 shares were exercised in June 2025 outside of the June 2025 Warrant Inducement.

Gross proceeds for these June 2025 warrant transactions were $ 4.5 million, before deducting $ 526,000 of issuance-related costs.

See Note 7, Common Stock Warrants , for a discussion of the new short-term warrants to purchase 1,458,872 shares that were issued in connection with the June 2025 Warrant Inducement.

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Certain warrant holders were induced to exercise warrants by reducing the exercise price to the then-current market price of our common stock (the “March 2025 Warrant Inducement”).

The original warrants consisted of 251,884 shares issued August 23, 2024 with an exercise price of $ 4.35 per share and a remaining life of 4.5 years (“Series F-1 Warrants”) and 122,834 shares issued August 23, 2024 with an exercise price of $ 4.35 per share and a remaining life of 1.0 year (“Series F-2 Warrants”) (collectively, the “Original Warrants”).

The original warrants consisted of 251,884 shares of common stock underlying the warrants issued August 23, 2024 with an exercise price of $ 4.35 per share and a remaining life of 4.5 years (“Series F-1 Warrants”) and 122,834 shares of common stock underlying the warrants issued August 23, 2024 with an exercise price of $ 4.35 per share and a remaining life of 1.0 year (“Series F-2 Warrants”) (collectively, the “Original Warrants”).

The Original Warrants were exercised for $ 2.90 per share for gross proceeds of $ 1.1 million, before deducting $ 250,000 of issuance costs.

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In June 2024, we entered into an at-the-market offering arrangement with a sales agent, pursuant to which we may offer and sell, from time to time at our sole discretion, in transactions that are deemed to be “at the market” offerings under the Securities Act of 1933, as amended (the “Securities Act”), shares of our common stock (“ATM Facility”).

The offering is being conducted pursuant to a shelf registration statement on Form S-3 (Registration no.

333-261227), originally filed with the SEC on November 19, 2021, amended on May 4, 2022, and declared effective by the SEC on May 6, 2022, along with related prospectus supplements dated June 20, 2024 and April 22, 2025, which registration statement was subsequently replaced by a new shelf registration statement on Form S-3 (Registration no.

333-286955), filed with the SEC on May 2, 2025, amended on June 23, 2025, and declared effective by the SEC on June 24, 2025, along with related prospectus supplements dated June 24, 2025 and June 30, 2025.

All prospectus supplements were filed with the SEC pursuant to Rule 424(b) under the Securities Act.

During the first half of 2025, we have sold 854,660 shares of common stock under this ATM Facility for gross proceeds of $ 3.0 million, before deducting offering expenses of $ 299,000 .

As of June 30, 2025, there is capacity under the ATM Facility of $ 649,000 .

During the nine months ended September 30, 2025, we have sold 854,660 shares of common stock under this ATM Facility for gross proceeds of $ 3.0 million, before deducting offering expenses of $ 299,000 .

As of September 30, 2025, there is capacity under the ATM Facility of approximately $ 7.5 million.

COMMON STOCK WARRANTS

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Date Exercise

Price Balance December 31, 2024 Issued Exercised Expired Balance June 30, 2025

Price Balance December 31, 2024 Issued Exercised Expired Balance September 30, 2025

January 2020 Registered Direct Offering July 2025 $ 21,600.00 60 — — ( 60 ) —

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July 2025 Dealer Manager October 2026 $ 3.781 — 72,944 — — 72,944

August 2025 Series I November 2026 $ 5.25 — 2,188,308 — — 2,188,308

August 2025 Dealer Manager November 2026 $ 5.4219 — 72,944 — — 72,944

1,307,842 5,310,676 ( 3,332,462 ) ( 81,133 ) 3,204,923

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Expired ( 81,133 ) 37.90 —

Outstanding as of June 30, 2025 2,402,603 8.12 1.8

Outstanding as of September 30, 2025 3,204,923 7.50 1.5

In connection with the August 2025 Warrant Inducement discussed in Note 6, Stockholders’ Equity , we issued to those investors warrants to purchase up to 2,188,308 shares of our common stock at an exercise price of $ 5.25 per share, which are exercisable for 1.3 years, or through November 22, 2026.

We estimated the fair value of these warrants to be $ 6.0 million using a Black-Scholes model based on the following significant inputs:

common stock price of $ 5.36 per share;

volatility of 116 %;

term of 1.3 years;

dividend yield of 0 %;

and risk-free rate of 3.8 %.

In addition, placement agent warrants were issued to purchase up to 72,944 shares of our common stock at an exercise price of $ 5.4219 per share, which are exercisable for 1.3 years, or through November 22, 2026.

We estimated the fair value of these warrants to be $ 196,000 using a Black-Scholes model based on the following significant inputs:

common stock price of $ 5.36 per share;

volatility of 116 %;

term of 1.3 years;

dividend yield of 0 %;

and risk-free interest rate of 3.8 %.

In connection with the June 2025 Warrant Inducement discussed in Note 6, Stockholders’ Equity , we issued to those investors warrants to purchase up to 1,458,872 shares of our common stock at an exercise price of $ 4.15 per share, which are exercisable for 1.3 years from the date of issuance.

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and risk-free rate of 3.7 %.

These warrants were exercised in August 2025, see Note 11, Subsequent Events .

These warrants were exercised in August 2025.

In addition, placement agent warrants were issued to purchase up to 72,944 shares of our common stock at an exercise price of $ 3.781 per share, which are exercisable for 1.3 years from the date of issuance.

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Three Months Ended

June 30, Six Months Ended

September 30, Nine Months Ended

September 30,

2025 2024 2025 2024

1 unchanged sentence

Stock options 71,814 43,889 31,365 84,293

166,900 43,889 31,365 454,619

SEGMENT INFORMATION

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Three Months Ended

June 30, Six Months Ended

September 30, Nine Months Ended

September 30,

2025 2024 2025 2024

2 unchanged sentences

The following accounts represented at least 10% of total accounts receivable in at least one of the periods presented:

September 30,

2025 December 31, 2024

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Customer B 8 20

Customer C 11 —

RELATED PARTIES

Related party transactions are conducted in the normal course of business and, unless otherwise noted, are measured at the exchange amount, which is the amount of consideration established and agreed to by the related parties.

In connection with consulting agreements in place cash payments of $ 19,000 were made during the three months ended September 30, 2025 to Hustle and Flower LLC, of which a member of our board serves as chief executive officer.

There were no related party transactions in 2024.

CONTINGENCIES

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The complaint seeks unspecified damages as well as injunctive relief.

We believe we have strong defenses and are actively defending the case, although no assurance can be given regarding the outcome.

We believe we have strong defenses and are actively defending the case, although no assurance can be

given regarding the outcome.

The outcome of this legal matter is not known or probable at this time, and no specific damages have been claimed, therefore, no amounts have been accrued for a settlement.

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SUBSEQUENT EVENTS

On August 5, 2025, we completed a warrant inducement transaction resulting in the issuance of 1,458,872 shares of our common stock upon the exercise of certain existing warrants (the “Warrant Inducement Transaction”).

The holders of such warrants agreed to exercise their existing warrants at the exercise price of $ 4.15 per share and pay a purchase price of $ 0.125 per share —totaling $ 274,000 — in consideration of our issuance, in a private placement, of new warrants.

These new warrants relate to 2,188,308 shares of common stock, have an exercise price of $ 5.25 per share, are immediately exercisable, and will expire 15 months after the effective date of the resale registration statement covering the underlying shares.

This Warrant Inducement Transaction generated gross proceeds of $ 6.3 million, before deducting placement agent fees and other offering expenses payable by us.

In connection with this transaction, we issued placement agent warrants to purchase up to 72,944 shares of common stock.

These placement agent warrants have an exercise price of $ 5.4219 per share and have terms substantially similar to those of the new warrants issued to the investors.

We have evaluated subsequent events from the balance sheet date through August 7, 2025, the date at which the condensed financial statements were issued, and determined that there were no additional items that require adjustment to or disclosure in the condensed financial statements.

We have evaluated subsequent events from the balance sheet date through November 10, 2025, the date at which the condensed financial statements were issued, and determined that there were no items that require adjustment to or disclosure in the condensed financial statements.

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