Transaction Details

Footnotes

On March 30, 2026, the Issuer entered into a securities purchase agreement (the "Purchase Agreement") with certain accredited investors, including the Reporting Person. Pursuant to the terms of the Purchase Agreement, the Issuer issued and sold to the Reporting Person in a private placement which closed on March 31, 2026, (i) pre-funded warrants ("Pre-Funded Warrants") to purchase up to an aggregate of 30,978 shares of the Issuer's common stock ("Shares") at a purchase price of $0.808, less the $0.001 exercise price, per Pre-Funded Warrant and (ii) accompanying common warrants ("Common Warrants") to purchase up to an aggregate of 30,978 Shares. | The Pre-Funded Warrants are immediately exercisable at any time after the date of issuance. Pursuant to the terms of the Pre-Funded Warrants, the Pre-Funded Warrants cannot be exercised to the extent that, upon giving effect to or immediately prior to such exercise, would cause either (i) the aggregate number of shares of Common Stock beneficially owned by such holder (together with its affiliates) would exceed 4.99% of the number of shares of Common Stock outstanding immediately after giving effect to such exercise or (ii) the combined voting power of the Issuer's securities beneficially owned by such holder (together with its affiliates) would exceed 9.99% of the combined voting power of all of the Issuer's securities outstanding immediately after giving effect to the exercise (the "Beneficial Ownership Limitation") | The Common Warrants are immediately exercisable, subject to the Beneficial Ownership Limitation. The Common Warrants will expire on the earlier of (ii) December 31, 2029, and (ii) 30 calendars days after the date upon which the Pre-Funded Warrant is exercised, proportional to the amount of such exercise.