Material Agreement, Private Placement (Form 8-K)

Item 1.01. Entry into a Material Agreement.

On December 8, 2025, the Registrant entered into an agreement with a group of accredited investors to purchase an aggregate of 9,500,000 unregistered shares of Common Stock and/or pre-funded warrants. The Company raised an aggregate of $950,000 in the offering based on a price of $0.10 per share. Shai Lustgarten, the Company's Chief Executive Officer, purchased an aggregate of 1,500,000 pre-funded warrants for a total of $150,000. The form of Subscription Agreement is attached as Exhibit 10.1 hereto.

Item 3.02 Recent Sale of Unregistered Securities

Pursuant to the Subscription Agreements discussed in Item 1.01, the Company issued an aggregate of 9,750,000 shares and/or pre-funded warrants. In total, the Company sold 2,750,000 shares and 6,750,000 pre-funded warrants. The form of pre-funded warrant is attached as Exhibit 10.2 hereto.