Private Placement Form 8 K

Item 3.02 Unregistered Sales of Equity Securities.

On October 16 and 17, 2024, the Existing Warrants were exercised in full for cash by the Holder and the Company received $3,306,240 before deducting financial advisory fees and other expenses payable by us. To the extent the change in the exercise price of the Existing Warrants in connection with the Inducement Agreement constituted an exchange of the Existing Warrants, such exchange was exempt from registration pursuant to Section 3(a)(9) of the Securities Act of 1933, as amended (the "Securities Act").

When issued in full, and notwithstanding any portion of the shares held in abeyance, subject to the Holder's beneficial ownership limitation described in greater detail in the Prior Form 8-K, a total of 950,069 shares of Common Stock will be issued to the Holder upon exercise of the Existing Warrants and the Company will have a total of 1,976,999 shares of Common Stock issued and outstanding following such issuance.

On October 17, 2024, the Company issued the Holder New Warrants to purchase up to 1,900,138 shares of Common Stock with an exercise price of $1.50 per share pursuant to the terms of the Inducement Agreement. The New Warrants are immediately exercisable and have a term of exercise of five years.

The Company claims an exemption from registration pursuant to Section 4(a)(2) and/or Rule 506 of the Securities Act for the issuance of the New Warrants since the foregoing issuance did not involve a public offering, the recipient took the securities for investment and not resale, we took appropriate measures to restrict transfer, and the recipient was an accredited investor. The securities are subject to transfer restrictions, and the securities contain an appropriate legend stating that such securities have not been registered under the Securities Act and may not be offered or sold absent registration or pursuant to an exemption therefrom.

If exercised in full, a total of a maximum of 1,900,138 shares of Common Stock will be issuable upon exercise of the New Warrants.

The New Warrants are described in greater detail in the Prior Form 8-K.