Material Event (Form 8-K)

Item 8.01 Other Events.

Regulation A Offering

As previously disclosed, on February 12, 2025, the Company filed an Offering Statement on Form 1-A (File No. 024-12572) (as amended and supplemented from time to time, the "Form 1-A"), with the U.S. Securities and Exchange Commission (the "SEC") and which was qualified by the SEC on March 10, 2025, to register the offering of up to 4,285,714 units of the Company (the "Units") at an offering price of $3.50 per Unit, for a maximum offering amount of $15,000,000 worth of Units (collectively, the "Offering"). Each Unit consists of one share of the Company's Series D Convertible Preferred Stock, par value $0.001 per share (the "Series D Preferred Stock"), and one warrant to purchase one share of the Company's Common Stock, $0.001 par value per share (the "Common Stock"), at an exercise price of $5.00 per share.

As of July 16, 2025, the Company has received a total of $2.8 million of gross proceeds, resulting in the issuance of 797,452 Units, as a result of several closings of the Offering. As of July 16, 2025, holders of 486,815 shares of Series D Preferred Stock received as part of the issued Units have elected to convert such shares of Series D Preferred Stock into 486,815 shares of common stock. As of July 16, 2025, there were 1,797,914 shares of Common Stock issued and outstanding.

Item 9.01 Financial Statements and Exhibits.