ITEM 5. OTHER INFORMATION

ATM Agreement

On October 30, 2026, we entered into an at the market offering agreement (the “ATM Agreement”) with H.C. Wainwright & Co., LLC (the “Selling Agent”), Roth Capital Partners, LLC and StoneX Financial Inc. (each, a “Sales Agent” and collectively, the “Sales Agents”), pursuant to which we may sell from time to time, in a continuous equity offering program under our Registration Statement on Form S-3 (File No. 333-299745) (the “Form S-3”) once it is declared effective by the SEC, shares of our common stock, par value $0.001 per share, having an aggregate offering price of up to $100,000,000 (the “Shares”) through the Selling Agent, acting as our selling agent, or directly to the Selling Agent, acting as principal. Sales of the Shares under the ATM Agreement may be made by any method permitted by law deemed to be an “at the market offering” as defined in Rule 415(a)(4) promulgated under the Securities Act of 1933, as amended (the “Securities Act”), including sales made directly on or through The Nasdaq Capital Market, the existing trading market for our common stock, or any other existing trading market in the United States for our common stock, sales made to or through a market maker other than on an exchange or otherwise, directly to the Selling Agent as principal, in negotiated transactions at market prices prevailing at the time of sale or at prices related to such prevailing market prices, and/or in any other method permitted by law. The Sales Agents will be entitled to compensation under the terms of the ATM Agreement at a commission rate of 3.0% of the gross proceeds from each sale of the Shares.

We made certain customary representations, warranties and covenants in the ATM Agreement and also agreed to indemnify the Sales Agents against certain liabilities, including liabilities under the Securities Act.

We are not obligated to sell any Shares under the ATM Agreement. No assurance can be given that we will sell any Shares under the ATM Agreement, or, if we do, as to the price or amount of Shares that we will sell, or the dates when such sales will take place.

Each Sales Agent and/or its affiliates may have in the past and may in the future provide various investment banking, commercial banking, financial advisory and other financial services for us and our affiliates, for which services they have received and may in the future receive customary fees. In the course of their business, each Sales Agent may actively trade our securities for its own account or for the accounts of customers, and, accordingly, the Sales Agents may at any time hold long or short positions in such securities. Each Sales Agent and its respective affiliates may also communicate independent investment recommendations, market color or trading ideas and/or publish or express independent research views in respect of such securities or instruments and may at any time hold, or recommend to clients that they should acquire, long and/or short positions in such securities and instruments.

This disclosure shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of these securities in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state. The foregoing description of the ATM Agreement does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the ATM Agreement, filed as Exhibit 1.2 to the Form S-3.

Securities Trading Plans of Directors and Executive Officers

Our directors and executive officers may from time to time enter into plans or other arrangements for the purchase or sale of our shares that are intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) or may represent a non-Rule 10b5-1 trading arrangement under the Exchange Act. During the quarter ended September 30, 2026, none of the Company’s directors or officers (as defined in Rule 16a-1(f)) adopted or terminated any contract, instruction or written plan for the purchase or sale of Company securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) or any “non-Rule 10b5-1 trading arrangement”.