Entry into a Material Definitive Agreement.

 

At The Market Offering

 

On April 10, 2026, the Company entered into an Equity Distribution Agreement (the "Agreement") with BTIG, LLC and A.G.P./Alliance Global Partners (collectively, the "Placement Agents") to create an "at the market" equity program under which it may sell up to an aggregate of $75,000,000 of shares of the Company's common stock, par value $0.0001 per share (the "Shares"), from time to time through or to the Placement Agents, subject to any applicable limits when using Form S-3 (the "ATM Offering").

 

Upon delivery of a placement notice and subject to the terms and conditions of the Agreement, the Placement Agents may sell the Shares by any method permitted by law deemed to be an "at the market" offering as defined in Rule 415 promulgated under the Securities Act of 1933, as amended (the "Securities Act"), including sales made directly on or through the Nasdaq Global Market or any other existing trading market in the United States for the Company's common stock. If the Company and the Placement Agents agree on any method of distribution other than sales of the Shares on or through the Nasdaq Global Market or another existing trading market in the United States at market prices, the Company will file a further prospectus supplement providing all information about such offering as required by Rule 424(b) under the Securities Act. The Company may instruct the Placement Agents not to sell Shares if the sales cannot be effected at or above the price designated by the Company from time to time. The Company and the Placement Agents may suspend the ATM Offering upon notice and subject to other conditions.

 

The Company will pay the Placement Agents' commissions, in cash, for their services in acting as agents in the sale of the Shares. The Placement Agents will be entitled to compensation at a commission rate equal to 3.0%. The Company will also reimburse the Placement Agents for certain specified expenses in connection with the Agreement. The Agreement contains customary representations, warranties and agreements by the Company, indemnification obligations of the Company and the Placement Agents, other obligations of the parties and termination provisions. The Company has no obligation to sell any of the Shares and may at any time suspend offers under the Agreement.

 

The ATM Offering will terminate upon the earlier of (i) the sale of all Shares subject to the Agreement or (ii) termination of the Agreement as permitted therein. The Company may terminate the Agreement at any time by giving two days' notice, and each Placement Agent may terminate the Agreement with respect to itself at any time by giving one days' notice.