Material Event (Form 8-K)

Item 8.01 Other Events.

Closing of August 2025 Notes Offering

As previously reported by the Company, on August 1, 2025, the Company entered into various note purchase agreements (the "Notes Purchase Agreements") with certain investors (the "August 2025 Note Investors"), pursuant to which the Company agreed to issue unsecured promissory notes with a 20% original issuance discount (each a "August 2025 Note" and together, the "August 2025 Notes") in a private placement (the "August 2025 Notes Offering") for an aggregate purchase price of $3 million. The aggregate principal amount of the August 2025 Notes issuable is approximately $3.8 million.

On September 26, 2025, the Company closed on the final tranche of the August 2025 Notes Offering, issuing $312,500 aggregate principal amount of August 2025 Notes for an aggregate purchase price of $250,000. Following this closing, the Company has issued an aggregate of approximately $3.8 million principal amount of August 2025 Notes.