An effective (2026-06-04), variable-priced $40M Roth equity line registers 38,461,538 resale shares — ~228% of current float — priced at VWAP less a 3.0%-5.25% discount with no floor beyond a $0.50 threshold. Near-term issuance is throttled to the Nasdaq Exchange Cap of 4,272,062 shares (19.999% of outstanding, ~25% of float) unless stockholders approve more or the price clears $1.2143 (stock is at $1.04, just below). A DEFA14A (2026-02-10) signals a pending approval vote that could unlock the full 38.5M. Layered on top: undisclosed Series A convertible preferred, multiple pre-funded and common warrants, and a serial 2025-2026 financing cadence (July PIPE, Sept PIPE, Nov underwritten offering, May ELOC). Score is held at 7 rather than 8-9 because the largest mechanism is throttled by the exchange cap pending approval and the ELOC is issuer-discretionary (no forced conversion), but the variable-rate structure and oversized capacity relative to a $22M market cap keep expansion risk high.