HawkEye 360, Inc.

Innovative Signal Analysis, Inc.

Notes to Financial StatementsSeptember 30, 2025 and December 31, 2024

1. Business Description

Innovative Signal Analysis, Inc. (the Company), was organized as a Texas Corporation on September 16, 1996, and is headquartered in Richardson, Texas. The Company specializes in real-time signal and image processing systems, primarily serving the government and defense sectors. The Company provides advanced RF signal processing solutions, including commercial off-the-shelf and custom FPGA products, real-time software and high-performance computing systems. Notable products include the Wide Area Video Surveillance System and the Ultra Wideband Tactical Signal Processor, which support mission-critical applications. The Company's multidisciplinary team of engineers and analysts handles all phases of system development, from design and integration to operations and maintenance, reinforcing the Company's reputation for innovation and excellence in signal processing.

2. Summary of Significant Accounting Policies

Basis of Presentation

The accompanying financial statements of the Company have been prepared on the accrual basis of accounting in conformity with accounting principles generally accepted in the United States of America (GAAP).

Use of Estimates

The preparation of financial statements in accordance with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and revenues and expenses during the reporting period. Actual results could differ from those estimates.

Reclassification

Certain reclassifications have been made to the prior year financial statements to conform to the current year presentation. These reclassifications have no effect on the reported net loss.

Recently Adopted Accounting Principles

During December 2023, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. ASU No. 2023-09 enhances the transparency and decision usefulness of income tax disclosures. The amendments in this ASU require consistent categories and greater disaggregation of information in the rate reconciliation and income taxes paid disaggregated by jurisdiction. ASU No. 2023-09 is effective for fiscal years beginning after December 15, 2025. Early adoption is permitted. The amendments in this ASU should be applied on a prospective basis. Retrospective application is permitted. The Company does not believe that the adoption of ASU No. 2023-09 will have a material effect on its results of operations, financial position and cash flows.

Cash and Cash Equivalents

The Company considers all highly liquid instruments with original maturities of three months or less to be cash equivalents. The Company maintains cash balances in bank accounts that may, at times, exceed federally insured limits. Management periodically assesses the financial condition of these institutions for the purpose of assessing credit risk. The Company has not experienced any losses and believes it is not exposed to any significant credit risk on cash and cash equivalents.

Innovative Signal Analysis, Inc.

Notes to Financial StatementsSeptember 30, 2025 and December 31, 2024

Accounts Receivable

Accounts receivable represent customer obligations due and are stated at the amount the Company expects to collect. The carrying amount of accounts receivable is reduced by an allowance for credit losses that reflects management's best estimate of amounts that will not be collected. Management considers the following factors when determining the collectability of specific customer accounts: customer credit-worthiness, past transaction history with the customer, current economic industry trends and changes in customer payment terms.

The Company recognizes an allowance for credit losses for trade and other receivables to present the net amount expected to be collected as of the balance sheet date. Such allowance is based on the credit losses expected to arise over the life of the asset which includes consideration of past events and historical loss experience, current events and also future events based on our expectation as of the balance sheet date. Receivables are written off when the Company determined that such receivables are deemed uncollectible. The Company pools its receivables based on similar risk characteristics in estimating its expected credit losses. In situations where a receivable does not share the same risk characteristics with other receivables, the Company measures those receivables individually. The Company also continuously evaluates such pooling decisions and adjusts as needed from period to period as risk characteristics change.

The Company utilizes the loss rate method in determining its lifetime expected credit losses on its receivables. This method is used for calculating an estimate of losses based primarily on the Company's historical loss experience. In determining its loss rates, the Company evaluates information related to its historical losses, adjusted for current conditions and further adjusted for the period of time that can be reasonably forecasted. Qualitative and quantitative adjustments related to current conditions and the reasonable and supportable forecast period consider all the following: past due receivables, the customer creditworthiness, changes in the terms of receivables and legal and regulatory requirements on the level of estimated credit losses in the existing receivables. For receivables that are not expected to be collected within the normal business cycle, the Company considers current and forecasted direction of the economic and business environment. Such forecasted information includes: GDP growth, unemployment rates and interest rates amongst others. Based on the loss rate method, no allowance for credit losses was considered necessary at September 30, 2025 and December 31, 2024.

In accordance with disclosure requirements under Accounting Standard Codification (ASC) Topic 606, Revenue From Contracts With Customers, accounts receivable at January 1, 2024 was $4,997,038.

Inventory

Inventory is carried at the lower of cost or net realizable value. Cost is determined using an average costing methodology, which approximates costs under the first-in, first-out (FIFO) method. The Company purchases certain direct materials that are held as inventory until it is allocated to an active contract and recognizes a related contract costs with an offset to inventory. Management evaluates all inventories and estimates a reserve for excess or obsolete inventories based on the best facts available. An allowance for inventory was recorded for $770,816 at both September 30, 2025 and December 31, 2024, respectively. Inventory at September 30, 2025 and December 31, 2024 was $3,617,832 and $2,694,313 respectively, net of the allowance.

Innovative Signal Analysis, Inc.

Notes to Financial StatementsSeptember 30, 2025 and December 31, 2024

Property and Equipment

Property and equipment are stated at cost. Depreciation is computed using the straight-line method over the useful lives of the assets as shown below.

Additions and major repairs or replacements of property and equipment, which increase the life of an asset, are capitalized over the asset's estimated remaining useful life. Maintenance, repairs and minor replacements are charged to expense as incurred. Cost and the related accumulated depreciation on assets retired or otherwise disposed of are removed from the accounts, and related gains or losses are included in operating income or expense, respectively.

Long-Lived Assets

In accordance with ASC No. 360-10, Accounting for the Impairment or Disposal of Long-Lived Assets, the Company periodically reviews the carrying value of its long-lived assets, such as property and equipment and other assets subject to amortization, to test whether current events or circumstances indicate that such carrying value may not be recoverable. If the tests indicate that the carrying value of the asset is greater than the expected cash flows to be generated by such asset, then an impairment adjustment is recognized for the excess of the carrying value over fair value. No impairment was recognized during the period from January 1, 2025 to September 30, 2025 and the year ended December 31, 2024.

Capitalized Pre-Production

The Company follows ASC No. 985-20, Costs of Software to be Sold, Leased, or Marketed in accounting for pre-production costs related to products intended for sale. Direct labor and related costs incurred between the establishment of technological feasibility and the date the product is ready for sale are capitalized. All other development costs are expensed as incurred. Capitalized pre-production costs are amortized on a straight-line basis over their estimated useful life, generally three years, beginning when the product is first available for sale. Amortization expense for the period from January 1, 2025 to September 30, 2025 and the year ended December 31, 2024 was $0 and $568,956, respectively.

Innovative Signal Analysis, Inc.

Notes to Financial StatementsSeptember 30, 2025 and December 31, 2024

Revenue Recognition

The Company recognizes revenue in accordance with ASC 606, Revenue from Contracts with Customers. Revenues are derived primarily from long-term contracts with U.S. government agencies and prime contractors to provide engineering services, systems integration and mission support. Contracts are executed under Federal Acquisition Regulations and include cost-plus-award-fee, cost-plus-fixed-fee, firm-fixed-price, time-and-materials and cost-reimbursement arrangements. Performance obligations generally consist of integrated engineering services that are accounted for as a single distinct obligation. Transaction prices include fixed fees, reimbursable costs and variable consideration such as award fees, which are estimated and recognized ratably over the related contract. Substantially all revenue is recognized over time as services are performed because customers receive and consume benefits simultaneously, work is performed under customer control and the Company has an enforceable right to payment for work completed. Cost-plus and fixed-fee contracts are recognized using a cost-to-cost percentage-of-completion method; award fees are recognized based on estimated achievement; firm-fixed-price and level-of-effort contracts are recognized using input measures such as labor hours; time-and-materials contracts are recognized under the "right-to-invoice" expedient; and cost-reimbursement contracts are recognized as costs are incurred. Incremental costs of obtaining contracts are immaterial. Costs to fulfill contracts are capitalized when directly related and expected to be recovered; otherwise, they are expensed as incurred. The Company applies practical expedients permitted under ASC 606, including the right-to-invoice method for certain contracts and exemption from disclosure of unsatisfied performance obligations for contracts with an expected duration of one year or less.

The following table disaggregates revenue for the period from January 1, 2025 to September 30, 2025 and the year ended December 31, 2024:

Contract Estimates and Modifications

Due to the nature of the work required to be performed on the Company's performance obligations, the estimation of total revenue and cost at completion is complex, subject to many variables and requires significant judgment. As a significant change in one or more of these estimates could affect the profitability of the Company's contracts, management routinely reviews and updates contract-related estimates through a disciplined project review process in which management reviews the progress and execution of each performance obligation and the related estimated costs to complete. As part of this process, management reviews information including, but not limited to, outstanding contract matters, progress towards completion, construction schedule and the associated changes in estimates of revenues and costs. Management must make assumptions and estimates regarding the complexity of the work to be performed, the availability and cost of materials, the performance of subcontractors and the availability and timing of funding from the customer, along with other risks inherent in performing services under all contracts where the Company recognizes revenue over-time using the cost-to-cost input method.

The Company recognizes changes in contract estimates on a cumulative catch-up basis in the period in which the changes are identified. Such changes in contract estimates can result in the recognition of revenue in a current period for performance obligations which were satisfied or partially satisfied in a prior period. Changes in contract estimates may also result in the reversal of previously recognized revenue if

Innovative Signal Analysis, Inc.

Notes to Financial StatementsSeptember 30, 2025 and December 31, 2024

the current estimate differs from the previous estimate. If at any time the estimate of contract profitability indicates an anticipated loss on the contract, the total loss is recognized in the period it is identified.

Certain contracts entitle the Company to receive variable consideration such as award fees. The Company estimates anticipated award fees under the expected value method, which provides the best estimate of the amount of variable consideration the Company expects to recognize from the contract.

Contracts are often modified to account for changes in contract specifications and requirements. Most of the Company's contract modifications are for goods or services that are not distinct from existing contracts due to the significant integration provided in the context of the contract and are accounted for as if they were part of the original contract. The effect of a contract modification on the transaction price and the measure of progress for the performance obligation to which it relates, is recognized as an adjustment to revenue (either as an increase in or a reduction of revenue) on a cumulative catch-up basis. The Company accounts for contract modifications as separate contracts when the modification results in the promise to deliver additional goods or services that are distinct and the increase in price of the contract is for the same amount as the stand-alone selling price of the additional goods or services included in the modification.

Contract Assets and Contract Liabilities

Contract assets represent costs and estimated earnings in excess of billings on uncompleted contracts. Contract liabilities consist of billings in excess of costs and estimated earnings on uncompleted contracts. The Company anticipates that substantially all such amounts will be earned within one year. Contract assets and liabilities are reported on a contract-by-contract basis at the end of each reporting period. In accordance with disclosure requirements under ASC Topic 606, Revenue From Contracts With Customers, the opening balance of contract assets and contract liabilities at January 1, 2024 was $1,667,695 and $430,122, respectively.

Stock-Based Compensation

The Company grants share-based awards in the form of stock bonuses, which are fully vested at the grant date. These awards are classified as liabilities under ASC 718, Share based Compensation, due to repurchase features that may result in settlement at an amount other than fair value.

Fair Value Measurements

FASB ASC 820, Fair Value Measurements and Disclosures, defines fair value as the price that would be received to sell an asset, or paid to transfer a liability, in the principal or most advantageous market in an orderly transaction between market participants on the measurement date. The fair value standard also establishes a three-level hierarchy, which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The valuation hierarchy is based upon the transparency of inputs to the valuation of an asset or liability on the measurement date. The three levels are defined as follows:

Level 1 - Quoted prices are available in active markets for identical instruments as of the reporting date. The type of instruments included in Level 1 included listed equities and listed derivatives.

Level 2 - Pricing inputs are other than quoted prices in active markets, which are either directly or indirectly observable as of the reporting date, and fair value is determined through the use of models or other valuation methodologies. Instruments which are generally included in this category included corporate bonds and loans, less liquid and restricted equity securities and certain over-the-counter derivatives.

Level 3 - Pricing inputs are unobservable for the instrument and includes situations where there is little, if any, market activity for the instrument. The inputs into the determination of fair value

Innovative Signal Analysis, Inc.

Notes to Financial StatementsSeptember 30, 2025 and December 31, 2024

require significant management judgement or estimation. Instruments that are included in this category generally include general and limited partnership interests in corporate private equity and real estate funds, mezzanine funds, funds of hedge funds, distressed debt and noninvestment grade residual interests in securitizations and collateralized debt obligations.

The fair value of the stock based compensation awards were based on Level 3 inputs.

Income Taxes

The Company records deferred taxes using the liability method. Deferred taxes and liabilities are based on the estimated future tax effects of differences between the financial statement basis and tax basis of assets and liabilities given the provisions of enacted tax law.

The Company records a valuation allowance to reduce its deferred income tax assets to the amount that is believed to be realized. Management considers historical earnings, future taxable income and ongoing prudent and feasible tax planning strategies in assessing the need for a valuation allowance. Management is continuously assessing the ability to realize deferred tax assets. Management has not recorded a valuation allowance against deferred tax assets at September 30, 2025 and December 31, 2024.

Management evaluates uncertain tax positions with the presumption of audit detection and applies a "more likely than not" standard to evaluate the recognition of tax benefits or positions. The Company has not recognized any penalty, interest or tax impact related to uncertain tax positions.

Leases

At lease inception, leases are classified as either finance leases or operating leases with the associated right-of-use asset and lease liability measured at the net present value of future lease payments. Operating leases are expensed on a straight-line basis as lease expense over the noncancelable lease term. Expenses for finance leases are comprised of the amortization of the right-of-use asset and interest expense recognized based on the effective interest method.

The Company has made the following accounting policy elections with regards to its lease accounting:

•The Company does not separate lease and nonlease components for all operating leases;

•When the rate implicit in the lease is not determinable, rather than use the Company's incremental borrowing rate, the Company uses a risk-free discount rate for the initial and subsequent measurement of lease liabilities for operating leases;

•The Company does not apply the recognition requirements to operating leases with an original term of 12 months or less, for which the Company is not likely to exercise a renewal option or purchase the asset at the end of the lease; rather, short-term leases will continue to be recorded on a straight-line basis over the lease term.

Additional required disclosures for leases are contained in Note 9.

Concentrations of Credit Risk

For the period from January 1, 2025 to September 30, 2025, one customer represented approximately 63% of revenue. For the year ended December 31, 2024, two customers represented approximately 57% of revenue. As of September 30, 2025, two customers represented approximately 74% of accounts receivable. As of December 31, 2024, three customers represented approximately 68% of accounts receivable. As of September 30, 2025, three vendors represented approximately 56% of accounts payable. As of December 31, 2024, four vendors represented approximately 71% of accounts

Innovative Signal Analysis, Inc.

Notes to Financial StatementsSeptember 30, 2025 and December 31, 2024

payable. The Company maintains no reserves for potential losses based on the nature of its clients and historical collection patterns.

3. Contract Billing Status

The status of contract billings is as follows for the period from January 1, 2025 to September 30, 2025 and the year ended December 31, 2024:

The below net amounts are presented at September 30, 2025 and December 31, 2024 under the following balance sheet captions:

4. Inventory

Inventory consists of the following at September 30, 2025 and December 31, 2024:

Innovative Signal Analysis, Inc.

Notes to Financial StatementsSeptember 30, 2025 and December 31, 2024

5. Property and Equipment

Property and equipment at September 30, 2025 and December 31, 2024, was comprised of the following:

Depreciation expense for the period from January 1, 2025 to September 30, 2025 was $971,670. Depreciation expense for the year ended December 31, 2024 was $886,561.

6. Accrued Liabilities

Accrued liabilities consisted of the following at September 30, 2025 and December 31 2024:

7. Stock Based Compensation

The Company grants share-based awards in the form of stock bonuses, which are fully vested upon issuance. Following an award holder's termination, the Company retains the right to repurchase the shares at the lower of the grant-date estimated value or a formula-based value determined at the repurchase date.

During the period from January 1, 2025 to September 30, 2025, the Company did not grant any additional shares of stock based compensation. The total stock-based compensation expense recognized for the period from January 1, 2025 to September 30, 2025 was $6,341,274, which includes the change in fair value of previously granted liability-classified awards from December 31, 2024 to September 30, 2025. During the year ended December 31, 2024, the Company granted 17,675 shares with a total estimated grant-date fair value of $731,922. The total stock-based compensation expense recognized for the year ended December 31, 2024 was $4,866,504, which includes the change in fair value of previously granted liability-classified awards from December 31, 2023 to December 31, 2024.

Innovative Signal Analysis, Inc.

Notes to Financial StatementsSeptember 30, 2025 and December 31, 2024

As of September 30, 2025, a total of 637,113 shares subject to liability classification remained outstanding, resulting in a liability recorded of $35,175,009. These awards were measured at fair value at September 30, 2025 based on a subsequent transaction involving these units. As of December 31, 2024, a total of 641,593 shares subject to liability classification remained outstanding, resulting in a liability recorded of $29,019,251. These awards were measured at fair value at December 31, 2024 using a valuation model that incorporates the following assumptions: risk-free interest rate of 4.2%, estimated term of 2.0 years and expected volatility of 40.5%.

8. Debt

On August 16, 2023, the Company entered into a line of credit agreement with a bank for an aggregate borrowing amount of $2,000,000. The line of credit provides short-term working capital on as needed basis and bears interest at the daily adjusting term SOFR rate plus 2.5%, with a floor of 2.5%. Under the line of credit agreement, interest is payable monthly with the principal due at maturity. The line is secured by any items deposited in the bank, any proceeds from the sale of deposited items and any collateral pledged through any separate bank agreements. At September 30, 2025 and December 31, 2024, the Company did not have a balance outstanding on the line of credit. The line of credit is set to mature in November 2026.

9. Commitments and Contingencies

Litigation

The Company is subject to legal proceedings and claims arising in the ordinary course of its business. In the opinion of management, the ultimate disposition of these matters will not have a material adverse effect on the Company's financial position, results of operations or cash flows.

Leases

Right-of-use assets represent the Company's right to use an underlying asset for the lease term, while lease liabilities represent the Company's obligation to make lease payments arising from the lease. Right-of-use assets and lease liabilities are recognized at the commencement date of a lease based on the net present value of lease payments over the lease term.

Certain of the Company's leases include options to renew or terminate the lease. The exercise of lease renewal or early termination options is at the Company's sole discretion. The Company regularly evaluates the renewal and early termination options and when they are reasonably certain of exercise, the Company includes such options in the lease term.

In determining the discount rate used to measure the right-of-use assets and lease liabilities, the Company uses the rate implicit in the lease, or if not readily available, the Company uses a risk-free rate based on U.S. Treasury notes or bond rates for a similar term.

Right-of-use assets are assessed for impairment in accordance with the Company's long-lived asset policy. The Company reassesses lease classification and remeasures right-of-use assets and lease liabilities when a lease is modified and that modification is not accounted for as a separate new lease or upon certain other events that require reassessment.

The Company makes significant assumptions and judgments in evaluating its leases. In particular, the Company:

•Evaluates whether a contract contains a lease, by considering factors such as whether the Company obtained substantially all rights to control an identifiable underlying asset and whether the lessor has substantive substitution rights;

•Determines whether contracts contain embedded leases.

Innovative Signal Analysis, Inc.

Notes to Financial StatementsSeptember 30, 2025 and December 31, 2024

The Company does not have any material leasing transactions with related parties.

The following table summarizes the lease right-of-use assets and lease liabilities at September 30, 2025 and December 31, 2024:

Below is a summary of expenses incurred pertaining to leases during the period from January 1, 2025 to September 30, 2025 and year ended December 31, 2024:

The following table presents supplemental information related to leases:

Innovative Signal Analysis, Inc.

Notes to Financial StatementsSeptember 30, 2025 and December 31, 2024

The table below summarizes the Company's scheduled future minimum lease payments for years ending after September 30, 2025:

The following table includes supplemental cash flow and noncash information related to the leases for the period from January 1, 2025 to September 30, 2025 and year ended December 31, 2024:

10.401(k) Plan

The Company sponsors a defined contribution 401(k) plan covering eligible employees. Participants may contribute a portion of their compensation, subject to IRS limits. The Company makes a safe harbor contribution equal to 4% of eligible compensation, which is fully vested when made. The Company made safe harbor contributions to the Plan of $1,063,424 and $1,239,604 for the period from January 1, 2025 to September 30, 2025 and the year ended December 31, 2024, respectively.

11. Income Taxes

The provision for income tax expense in the accompanying statements of operations consists of the following for the period from January 1, 2025 to September 30, 2025 and the year ended December 31, 2024:

Innovative Signal Analysis, Inc.

Notes to Financial StatementsSeptember 30, 2025 and December 31, 2024

The Company's income tax expense differs from the expense calculated at the U.S. federal statutory tax rate of 21.00% for the period from January 1, 2025 to September 30, 2025 is as follows:

The Company's income tax expense differs from the expense calculated at the U.S. federal statutory tax rate of 21.00% for the year ended December 31, 2024 is as follows:

The tax effects of temporary differences that give rise to significant portions of the deferred taxes at September 30, 2025 and December 31, 2024 are as follows:

12. Subsequent Events

In accordance with FASB ASC 855, Subsequent Events, the Company evaluated events and transactions that occurred after September 30, 2025, the balance sheet date, through April ___, the date the financial statements were available to be issued, and determined there were no such events or transactions which would impact the financial statements as of September 30, 2025, except as follows:

On December 18, 2025, the Company was acquired by a third-party purchaser, Hawkeye 360, Inc. Pursuant to the Agreement and Plan of Merger (the Merger Agreement), Hawkeye 360, Inc. completed the acquisition of the Company through a statutory merger involving Forrestal Merger Sub, Inc. (the Merger Sub), a wholly owned subsidiary of Hawkeye 360, Inc. Under the terms of the merger, Merger Sub was merged with and into the Company. At the effective time of the merger, Merger Sub ceased to exist as a separate entity, and the Company continued as the surviving corporation under Texas law. As a result, the Company became a wholly owned subsidiary of Hawkeye 360, Inc., with the acquisition of 100% equity interest in the Company completed for a fair value consideration of $166.5 million.

Shares

PRELIMINARY PROSPECTUS

Through and including (the 25th day after the date of this prospectus), all dealers effecting transactions in these securities, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to a dealer’s obligation to deliver a prospectus when acting as an underwriter and with respect to an unsold allotment or subscription.

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 13. Other Expenses of Issuance and Distribution.

The following table indicates the expenses to be incurred in connection with the offering described in this registration statement, other than underwriting discounts and commissions, all of which will be paid by us. All amounts are estimated except the Securities and Exchange Commission (the “SEC”) registration fee, the Financial Industry Regulatory Authority, Inc. (the “FINRA”) filing fee and the New York Stock Exchange initial listing fee.

*To be provided by amendment

Item 14. Indemnification of Directors and Officers.

We are incorporated under the laws of the State of Delaware. Section 102(b)(7) of the Delaware General Corporation Law (the “DGCL”) permits a corporation to provide in its certificate of incorporation that a director of the corporation shall not be personally liable to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except for liability (i) for any breach of the director’s duty of loyalty to the corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) for unlawful payments of dividends or unlawful stock repurchases, redemptions, or other distributions, or (iv) for any transaction from which the director derived an improper personal benefit.

Section 145 of the DGCL provides that a corporation has the power to indemnify a director, officer, employee, or agent of the corporation and certain other persons serving at the request of the corporation in related capacities against expenses (including attorneys’ fees), judgments, fines, and amounts paid in settlements actually and reasonably incurred by the person in connection with an action, suit or proceeding to which he is or is threatened to be made a party by reason of such position, if such person acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation, and, in any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful, except that, in the case of actions brought by or in the right of the corporation, no indemnification shall be made with respect to any claim, issue or matter as to which such person shall have been adjudged to be liable to the corporation unless and only to the extent that the Court of Chancery or other adjudicating court determines that, despite the adjudication of liability but in view of all of the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery or such other court shall deem proper.

As permitted by the DGCL, our amended and restated certificate of incorporation and bylaws to be in effect upon the closing of this offering will provide that: (i) we are required to indemnify our directors to the fullest extent permitted by the DGCL; (ii) we may, in our discretion, indemnify our officers, employees, and other agents as set forth in the DGCL; (iii) we are required, upon satisfaction of certain conditions, to

II-1 advance all expenses incurred by our directors in connection with certain legal proceedings; (iv) the rights conferred in the bylaws are not exclusive; and (v) we are authorized to enter into indemnification agreements with our directors, officers, employees, and agents.

In connection with this offering, we expect to enter into indemnification agreements with each of our directors and executive officers that require us to indemnify them against expenses, judgments, fines, settlements, and other amounts that any such person becomes legally obligated to pay (including with respect to a derivative action) in connection with any proceeding, whether actual or threatened, to which such person may be made a party by reason of the fact that such person is or was a director or officer of us or any of our affiliates, provided such person acted in good faith and in a manner such person reasonably believed to be in, or not opposed to, our best interests. The indemnification agreements will also set forth certain procedures that will apply in the event of a claim for indemnification thereunder. At present, no litigation or proceeding is pending that involves any of our directors or officers regarding which indemnification is sought, nor are we aware of any threatened litigation that may result in claims for indemnification.

We maintain a directors’ and officers’ liability insurance policy. The policy insures directors and officers against unindemnified losses arising from certain wrongful acts in their capacities as directors and officers and reimburses us for those losses for which we have lawfully indemnified the directors and officers. The policy contains various exclusions.

In addition, the underwriting agreement filed as Exhibit 1.1 to this registration statement provides for indemnification by the underwriters of us and our officers and directors for certain liabilities arising under the Securities Act, or otherwise. Our amended and restated investors’ rights agreement with certain investors also provides for cross-indemnification in connection with the registration of our common stock on behalf of such investors.

Item 15. Recent Sales of Unregistered Securities.

The following list sets forth information regarding all unregistered securities sold by us since January 1, 2023 through the date of the prospectus that forms a part of this registration statement.

Issuances of Preferred Stock and Warrants

In July 2023, we issued 5,190,285 shares of Series D-1 Preferred Stock to certain investors at a purchase price of $11.1747 per share for aggregate consideration of $58.0 million.

In September 2023, we issued 894,876 shares of Series D-1 Preferred Stock to certain investors at a purchase price of $11.1747 per share for aggregate consideration of $10.0 million.

In connection with the issuance and sale of our Series D-1 Preferred Stock, we issued to certain investors, warrants to purchase an aggregate of 2,789,106 shares, including (i) warrants to purchase 295,690 shares of our common stock with an exercise price per share equal to $11.1747, and (ii) warrants to purchase 2,493,416 shares of our common stock with an exercise price per share equal to $0.01.

In March 2024, we issued warrants to Silicon Valley Bank to purchase 43,343 shares of our common stock with an exercise price per share equal to $2.31.

In December 2025, in connection with the 2025 Mezzanine Loan and Security Agreement, we issued warrants to Silicon Valley Bank, a division of First-Citizens Bank & Trust Company, and the other lenders party thereto to purchase an aggregate of 173,591 shares of our common stock with an exercise price per share equal to $4.65, subject to adjustments.

In December 2025, we issued and sold an aggregate of 4,242,048 shares of Series E Preferred Stock to certain investors at the Series E Per Share Price for aggregate consideration of $80.0 million.

II-2

In January 2026, we issued and sold an aggregate of 756,754 shares of Series E Preferred Stock to certain investors at the Series E Per Share Price for aggregate consideration of $14.3 million.

In February 2026, we issued and sold an aggregate of 185,543 shares of Series E Preferred Stock to certain investors at the Series E Per Share Price for aggregate consideration of $3.5 million.

Issuances Pursuant to our Equity Plans

From January 1, 2023 through the date of this registration statement, we granted options under the 2015 Stock Incentive Plan (the “2015 Plan”) to purchase an aggregate of shares of common stock, at a weighted-average exercise price of $ per share, to our employees, directors, and consultants. Of these, shares have been issued upon the exercise of options for aggregate consideration of $ and options for the purchase of shares of common stock have been forfeited, expired or canceled.

From January 1, 2023 through the date of this registration statement, we granted restricted stock units (“RSUs”) under the 2015 Plan for an aggregate of shares of our common stock to our employees.

None of the foregoing transactions involved any underwriters, underwriting discounts or commissions, or any public offering. Unless otherwise specified above, we believe these transactions were exempt from registration under the Securities Act in reliance on Section 4(a)(2) of the Securities Act (and Regulation D or Regulation S promulgated thereunder) or Rule 701 promulgated under Section 3(b) of the Securities Act as transactions by an issuer not involving any public offering or under benefit plans and contracts relating to compensation as provided under Rule 701. The recipients of the securities in each of these transactions represented their intentions to acquire the securities for investment only and not with a view to or for sale in connection with any distribution thereof, and appropriate legends were placed on the share certificates issued in these transactions. All recipients had adequate access, through their relationships with us, to information about us. The sales of these securities were made without any general solicitation or advertising.

Item 16. Exhibits and Financial Statement Schedules.

(a)Exhibits.

The exhibits listed below are filed as part of this registration statement.

II-3

*To be filed by amendment.

^Indicates management contract or compensatory plan.

+Portions of this exhibit (indicated by asterisks) have been redacted in compliance with Regulation S-K Item 601(b)(2)(ii) because the Registrant has determined that the information is both not material and is the type that the Registrant treats as private or confidential.

#Certain schedules and exhibits to this exhibit have been omitted pursuant to Item 601(a)(5) of Regulation S-K. A copy of any omitted schedule and/or exhibit will be furnished to the SEC upon request.

(b)Financial Statement Schedules.

Schedules not listed above have been omitted because the information required to be set forth therein is not applicable or is shown in the financial statements or notes thereto.

Item 17. Undertakings.

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers, and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or

II-4 paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question of whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

The undersigned Registrant hereby undertakes that:

(1)For purposes of determining any liability under the Securities Act, the information omitted from the form of prospectus filed as part of this Registration Statement in reliance upon Rule 430A and contained in a form of prospectus filed by the Registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this Registration Statement as of the time it was declared effective.

(2)For the purpose of determining any liability under the Securities Act, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

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