Note 12. Warrants

In connection with the Offering and in accordance with the Spartan Agreements, the Company issued to the Placement Agent and its designee the following Placement Agent Warrants:

The Placement Agent Warrants were immediately exercisable at a price of $1.00 per share of Common Stock, or through a cashless exercise according to a formula where the number of shares received is reduced by the difference in the fair market value per share and the exercise price per share. The Placement Agent Warrants expire five years from issuance. In addition, pursuant to the Proxy, Spartan agreed to grant to Dr. Kaufman all voting power over and power of attorney with respect to all shares of Common Stock issuable upon exercise of the Placement Agent Warrants. The Placement Agent Warrants qualified for equity accounting treatment, as they do not have any continuing or performance obligations, they are not linked to debt instruments, and do not require net cash settlement.

On January 23, 2025, 97,216 Placement Agent Warrants were exercised for 64,702 shares of Common Stock on a cashless exercise basis.

The Company had no warrant liabilities at September 30, 2025 and December 31, 2024.

On March 17, 2025, the Company issued warrants (the “Series B Warrants”) to purchase up to 72,000 shares of Series B Preferred Stock at a price per Series B Warrant equal to $0.125 in order to comply with applicable Nasdaq rules, with each Series B Warrant exercisable for shares of Series B Preferred Stock at $100 per share. The shares of Series B Preferred Stock issuable upon exercise of the Series B Warrants are convertible into shares of Common Stock at a conversion price equal to $2.16 per share, which was the Minimum Price of the Common Stock immediately prior to the execution of the subscription agreements for the purchase and sale of such warrants (the “Subsequent Offering”). There were 72,000 Series B Warrants outstanding as of September 30, 2025.