Note 9 – Stockholders’ Equity

Preferred Stock

The Company has 5,000,000 authorized shares designated as Class A Preferred Stock with a par value of $0.01 per share. There are 1,040,000 shares of Class A Preferred Stock – Series 1 authorized; 1,500,000 shares of Class A Preferred Stock – Series 2 authorized; 700,000 shares of Class A Preferred Stock – Series 3 authorized; and 548,000 shares of Class A Preferred Stock – Series 4 (the “Series 4 Preferred Stock”) authorized. There were no shares of Class A Preferred Stock of any series issued and outstanding at March 31, 2026 and September 30, 2025. The Company has 15,000 authorized shares designated as Class B Preferred Stock with a par value of $0.50 per share. There were no shares of Class B Preferred Stock issued and outstanding at March 31, 2026 and September 30, 2025, and there was no activity during the three and six months ended March 31, 2026 and 2025.

Reverse Stock Split

On  August 8, 2025, the Company effected a 1-for-10 reverse stock split of its issued and outstanding common stock. As a result of the reverse split, each 10 shares of issued and outstanding common stock were automatically converted into one share of common stock. The reverse stock split did not change the total number of shares authorized or par value per share. The reverse stock split was approved by the Company’s shareholders on July 25, 2025.

All share and per share amounts presented in these consolidated financial statements and accompanying notes and elsewhere in this Quarterly Report on Form 10-Q, including but not limited to shares issued and outstanding, loss per share, and stock options and stock appreciation rights, as well as the dollar amounts of common stock and paid-in-capital, have been retroactively adjusted for all periods presented. No fractional shares were issued in connection with the reverse stock split. Shareholders who would have otherwise been entitled to receive fractional shares as a result of the reverse stock split received a cash payment in lieu thereof, based on the closing price of the Company’s common stock on  August 7, 2025.

Shelf Registration Statements

In March 2023, the Company filed a shelf registration statement on Form S-3 (File No. 333-270606) with a capacity of $200 million, which was declared effective by the SEC on April 14, 2023. As of March 31, 2026, $33.3 million remained available under that shelf registration statement. That shelf registration statement expired on April 14, 2026. In April 2026, the Company filed a new shelf registration statement on Form S-3 (File No. 333-294911) with a capacity of $200 million, which was declared effective by the SEC on April 15, 2026. This new shelf registration statement expires on April 15, 2029. Under current SEC regulations, because the aggregate market value of the Company’s common stock held by non-affiliates (“public float”) is less than $75 million, and for so long as the Company’s public float remains less than $75 million, the amount it can raise through primary public offerings of securities in any 12-month period using shelf registration statements is limited to an aggregate of one-third of the Company’s public float.

Common Stock

On October 31, 2025, we completed an underwritten public offering of (i) 1,400,000 shares of our common stock, (ii) pre-funded warrants to purchase up to 7,000,000 shares of our common stock, each representing the right to purchase one share of common stock at an exercise price of $0.001, in lieu of common stock, (iii) accompanying Series A warrants to purchase up to 8,400,000 shares of our common stock at an exercise price of $3.00, and (iv) accompanying Series B warrants to purchase up to 8,400,000 shares of our common stock at an exercise price of $3.00, at a combined public offering price of $3.00 per share of common stock, accompanying Series A warrant and accompanying Series B warrant. Net proceeds to the Company from this offering were approximately $23.4 million, after deducting the underwriting discounts and commissions of $1.5 million and costs payable by the Company of $0.3 million. All of the securities in the offering were sold by the Company. The offering was made pursuant to the Company’s shelf registration statement on Form S-3 (File No. 333-270606) in effect at that time. The relative fair value allocated to the common stock, pre-funded warrants, accompanying Series A warrants and accompanying Series B warrants were $1.7 million, $8.4 million, $8.5 million, and $6.7 million, respectively.

Pre-Funded Warrants

The following table summarizes the Company’s pre-funded warrant activity for the six months ended March 31, 2026:

Warrants

The following table summarizes the Company’s warrant activity, excluding pre-funded warrants, for the six months ended March 31, 2026: 

Lincoln Park Capital Fund LLC Purchase Agreement

On May 2, 2023, the Company entered into a purchase agreement (as amended, the “Lincoln Park Purchase Agreement”) with Lincoln Park Capital Fund, LLC (“Lincoln Park”), which provides that, upon the terms and subject to the conditions and limitations set forth therein, the Company may sell to Lincoln Park up to $100.0 million of shares (the “Purchase Shares”) of the Company’s common stock over the 36 month term of the Lincoln Park Purchase Agreement. The Lincoln Park Purchase Agreement may be terminated by the Company at any time, at its sole discretion, without any cost or penalty, by giving one business day notice to Lincoln Park. Lincoln Park has covenanted not to in any manner whatsoever enter into or effect, directly or indirectly, any short selling or hedging of the Company’s common stock. On December 13, 2023, the Company entered into an amendment (the “Lincoln Park Amendment”) with Lincoln Park to reduce the amount of shares of common stock subject to the registration from $100.0 million to $50.0 million until the Company has sold at least $50.0 million of shares of common stock under the Lincoln Park Purchase Agreement. The issuance of shares of common stock pursuant to the Lincoln Park Purchase Agreement up to $50.0 million were registered pursuant to the Company’s shelf registration statement on Form S-3 (File No. 333-270606), and a related prospectus supplement that was filed with the SEC on May 3, 2023, as further supplemented on December 13, 2023 to reflect the Lincoln Park Amendment. The shelf registration statement on Form S-3 (File No. 333-270606) expired on  April 14, 2026, and after that date the Company was unable to sell any common stock pursuant to the Lincoln Park Purchase Agreement because such sales would no longer be covered by an effective registration statement. The Company did not have plans to utilize the remaining capacity under the Lincoln Park Purchase Agreement and terminated the agreement effective May 12, 2026. 

During the six months ended March 31, 2026 and 2025, we did not sell any shares under the Lincoln Park Purchase Agreement. Since inception of the Lincoln Park Purchase Agreement through March 31, 2026, we have sold 302,500 shares of common stock to Lincoln Park resulting in proceeds to the Company of $3.1 million.  

In consideration for entering into the Lincoln Park Purchase Agreement, concurrently with the execution of the Lincoln Park Purchase Agreement, the Company issued 80,000 shares of the Company’s common stock to Lincoln Park. The shares of common stock issued as consideration were valued at $1.0 million, based on the closing price per share of the Company’s common stock on the date the shares were issued. This amount and related expenses of $57,000, which total approximately $1.1 million, were recorded as deferred costs. As of March 31, 2026, the Company did not have plans to utilize the remaining capacity under the Lincoln Park Purchase Agreement and concluded that the deferred costs did not provide a probable future economic benefit. As such, during the three months ended March 31, 2026, the total remaining unamortized deferred costs of $870,000 were written off and are included in general and administrative expenses on the accompanying unaudited condensed consolidated statements of operations for each of the three and six months ended March 31, 2026. The unamortized deferred costs related to the Lincoln Park Purchase Agreement of $870,000 as of  September 30, 2025 are included in other assets on the accompanying unaudited condensed consolidated balance sheets.