Proxy Results, Amendments to Bylaws, Management Change/Compensation (Form 8-K)

ITEM 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.

As described under Item 5.07 of this Current Report on Form 8-K, at the Company's 2025 Annual Meeting of Stockholders held on September 30, 2025 (the "Annual Meeting"), the stockholders of the Company elected the following to serve as directors of the Company until the next Annual Meeting and until their successors are duly elected and qualified:

ITEM 5.03. AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN FISCAL YEAR.

As described under Item 5.07 of this Current Report on Form 8-K, at the Company's 2025 Annual Meeting of Stockholders held on September 30, 2025 (the "Annual Meeting"), the stockholders of the Company approved the proposed amendment (the "Amendment") to the Company's Articles of Incorporation to increase the number of authorized shares of capital stock of the Company to 1,500,000,000 shares of Common Stock and 300,000,000 shares of "blank check" Preferred Stock. The Amendment is described in detail under "Proposal Eight: Approval Of The Amendment To The Company's Articles Of Incorporation To Increase The Number Of Authorized Shares Of Capital Stock Of The Company To 1,500,000,000 Shares Of Common Stock And 300,000,000 Shares Of "Blank Check" Preferred Stock," commencing on page 45 of the Company's definitive proxy statement filed with the Securities and Exchange Commission on August 22, 2025 in connection with the Annual Meeting. The Amendment will become effective upon its filing with the Secretary of State of the State of Nevada. The description of the Amendment is qualified in its entirety by reference to the full text of the Amendment to the Articles of Incorporation, which is filed with this Current Report on Form 8-K as Exhibit 3.1 and is incorporated herein by reference.

ITEM 5.07. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

On September 30, 2025, the Company held the Annual Meeting. Of the 30,127,379 shares of common stock of the Company outstanding on the record date, 15,983,371 shares were present at the Annual Meeting in person or by proxy, representing approximately 53% of the total outstanding shares eligible to vote. All proposals passed, and the directors recommended by the Company were elected.

The final results for each of the matters submitted to a vote of stockholders at the Annual Meeting are as follows:

Proposal 1 - Election of Directors

Proposal 2 - Authorization of the Board of Directors to Amend the Company's Amended and Restated Articles of Incorporation to Effect a Reverse Stock Split of the Company's Outstanding Common Stock at their Discretion

Proposal 3 - Approval of the Issuance of Shares of Common Stock Issuable Upon Conversion of the Notes in Compliance with Nasdaq Listing Rule 5635(d)

Proposal 4 - The Ratification of the Appointment of the Company's Independent Registered Public Accounting Firm

Proposal 5 - Approval of Company's 2025 Equity Omnibus Plan

Proposal 6 - Non-Binding Advisory on "Say on Pay" Vote

Proposal 7 - Non-Binding Advisory on the Frequency of the Future "Say on Pay" Votes

Proposal 8 -Approval Of The Amendment To The Company's Articles Of Incorporation To Increase The Number Of Authorized Shares Of Capital Stock Of The Company To 1,500,000,000 Shares Of Common Stock And 300,000,000 Shares Of "Blank Check" Preferred Stock