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Related Party Transactions
 12 Months Ended
Dec. 31, 2025
Related Party Transactions  
Related Party Transactions

Note 12 – Related Party Transactions

Loan and Security Agreement

On June 17, 2025, Company entered into the Fourth Amendment (the “Fourth Amendment”) to the Supplement (as previously amended, the “Supplement”) to that certain Loan and Security Agreement, dated November 22, 2022 (the “Loan and Security Agreement”) with Avenue Capital Management II, L.P., as administrative agent and collateral agent, Avenue Venture Opportunities Fund, L.P., as a lender (“Avenue 1”) and Avenue Venture Opportunities Fund II, L.P., as a lender (together with Avenue 1, the “Lenders”).

As previously disclosed, the Loan and Security Agreement, as supplemented by the Supplement, provides for term loans in an aggregate principal amount of up to $15.0 million to be delivered in multiple tranches. The Fourth Amendment, among other things, extends the maturity date of the loans to July 1, 2028; provides for an interest-only period from July 1, 2025 until January 31, 2027; reduces the interest rate from 12.0% to 8.0%, payable half in cash and half in kind; eliminates the option of the Lenders to convert an aggregate amount of up to $10.0 million of the loans outstanding into shares of Common Stock; eliminates the final required payment of $637,500; and provides the Company with the option to prepay debt owed under the Loan and Security Agreement in part, subject to certain limitations. The maturity date of the loan is July 1, 2028. As of December 31, 2025, the aggregate principal amount outstanding under the Loan and Security Agreement was $8,339,366, and the outstanding principal amount as of March 23, 2026 was $8,394,123. During

the fiscal year ended December 31, 2025, the Company repaid an aggregate of $1,463,438 of the outstanding principal amount and paid $481,360 of accrued interest under the Loan and Security Agreement.

In connection with the Fourth Amendment, the Company issued to the Lenders warrants (the “Lender Warrants”) to purchase an aggregate of 350,000 shares of Common Stock at an exercise price of $4.00 per share. The issuance of the Lender Warrants was not registered under the Securities Act in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act or under any state securities laws.

Armistice Capital Master Fund Ltd.

March 2022 Securities Purchase Agreement

On March 3, 2022, the Company entered into a securities purchase agreement, (the “Purchase Agreement”) with Armistice Capital Master Fund Ltd (“Armistice”), or the Purchaser, pursuant to which the Company issued (i) 37,500 shares of common stock, (ii) pre-funded warrants, to purchase an aggregate of 23,377 shares of common stock and (iii) warrants to purchase an aggregate of 60,877 shares of common stock, (together, the “the March 2022 Offering”). The aggregate gross proceeds to the Company from the March 2022 Offering were approximately $15 million.

August 2023 Offering

On August 24, 2023, the Company entered into a securities purchase agreement with Armistice, pursuant to which the Company agreed to sell, in a registered direct offering by the Company directly to the Purchaser (the “August 2023 Offering”), 52,483 shares of common stock, pre-funded warrants to purchase up to 28,162 shares of common stock and warrants to purchase up to 60,484 shares of common stock (the “Common Warrants” and, together with the Pre-Funded Warrants, the “Warrants”). The combined offering price for each share of common stock and accompanying Common Warrant was $148.80, and the combined offering price for each Pre-Funded Warrant and accompanying Common Warrant was $148.00. The net cash proceeds of the August 2023 Offering were approximately $10.9 million after deducting cash issuance costs in the aggregate amount of approximately $1.1 million.

September 2024 Offering

On September 30, 2024, the Company closed on a registered direct offering with Armistice, pursuant to which the Company sold to the purchaser 107,875 shares of common stock; pre-funded warrants to purchase up to 821 shares of common stock; and warrants to purchase up to 108,696 shares of common stock at an exercise price of $40.00 per share. See Note 13 – Stockholders’ Equity (Deficit) – Offerings.

November 2024 Offering

On November 24, 2024, the Company closed on a registered direct offering (the “November 2024 Offering”) with Armistice, pursuant to which the Company sold to the purchaser 112,500 shares of common stock; pre-funded warrants to purchase up to 38,522 shares of common stock; and warrants to purchase up to 302,045 shares of common stock at an exercise price of $8.608 per share. See Note 13 – Stockholders’ Equity (Deficit) – Offerings.

December 2024 Offering

On December 5, 2024, the Company closed on a registered direct offering (the “December 2024 Offering”) with Armistice, pursuant to which the Company sold to the purchaser 137,500 shares of common stock; pre-funded warrants to purchase up to 113,563 shares of common stock; and warrants to purchase up to 502,126 shares of common stock at an exercise price of $7.752 per share. See Note 13 – Stockholders’ Equity (Deficit) – Offerings.

January 2025 Offering

On January 16, 2025, the Company entered into an Inducement Offer (the “January Inducement Offer”) with Armistice, (the “January Investor”), by which the Company agreed to reduce the exercise price of 197,118 existing warrants (“the January Existing Warrants”) from $55.20 per share, to $5.272 per share. See Note 13 – Stockholders’ Equity (Deficit) – Offerings.

Advisory Agreement

In August 2022, the Company entered into an agreement with Dr. Ianchulev, a former director, pursuant to which Dr. Ianchulev agreed to provide medical expertise and consultation related to the Company’s research and development programs, and such other matters as reasonably requested by the Company for an initial period of one year. The terms allowed for the agreement to be extended by mutual agreement of the parties. In consideration for Dr. Ianchulev’s services, the Company agreed to provide Dr. Ianchulev with a $5,000 monthly retainer throughout the term of the agreement, in addition to the compensation payable to all non-employee members of the Board. The Agreement was terminated effective December 31, 2024.