Material Agreement, Private Placement, Amendments to Bylaws (Form 8-K)

Item 1.01. Entry into a Material Definitive Agreement

Exchange Agreement

On July 17, 2025, the Company entered into an Exchange Agreement (the "Exchange Agreement") by and among the Company and the Investors. Pursuant to the Exchange Agreement, the parties intended to effect a voluntary security exchange transaction (the "Transaction") whereby the Investors will exchange the Series A and Series B Warrants previously purchased in the April 14, 2025 private placement (the "April 2025 Private Placement") for an aggregate of 60,000 shares of Series B Preferred Stock (the "Exchange Shares"), with the New Series B Convertible Preferred Stock's rights and preferences being set forth on that certain certificate of designation (the "Certificate of Designation") of the Company, filed with the State of Delaware on July 17, 2025, in substantially in the form set forth hereto as Exhibit 3.1.

The Exchange Agreement contains other customary provisions including representations and warranties for the Company and the Investors, governing law, and notice.

The Certificate of Designation, the form of Exchange Agreement and the form of Registration Rights Agreement are filed as Exhibits 3.1, 10.1 and 10.2 to this Current Report on Form 8-K, respectively, and are incorporated herein by reference. The above descriptions of the terms of the Exchange Agreement are not complete and are qualified in their entirety by reference to such exhibits.

Registration Rights Agreement

In connection with the Transaction, the Company entered into a registration rights agreement with the Purchasers on July 17, 2025 (the "Registration Rights Agreement"), pursuant to which the Company is required to file a registration statement covering the resale of the Securities by July 28, 2025

Item 3.02 Unregistered Sales of Equity Securities.

The disclosure set forth in Item 1.01 of this Current Report on Form 8-K regarding the Exchange Agreement and the shares issuable thereunder are hereby incorporated by reference.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

Series B Preferred Stock Certificate of Designation

On July 17, 2025, the Company filed a Certificate of Designation (the "Certificate of Designation") with the Delaware Secretary of State designating, 60,000 shares as Series B Convertible Preferred Stock (the "Series B Preferred Stock"), each with a stated value of $1,000 per share (the "Stated Value"). The Certificate of Designation sets forth the rights, preferences and limitations of the shares of Series B Preferred Stock. Terms not otherwise defined in this item shall have the meanings given in the Certificate of Designation.

The following is a summary of the terms of the Series B Preferred Stock:

Dividends. At all times following the issuance of the Series B Preferred Stock, while shares of Series B Preferred Stock are issued and outstanding, holders of Series B Preferred Stock shall be entitled to receive, and the Company shall pay, dividends on shares of Series B Preferred Stock equal (on an as-if-converted-to-Common-Stock basis and without regard to any limitations on conversion set forth herein or otherwise) to and in the same form as dividends (which shall be made in accordance with the terms of the Certificate of Designation) actually paid on shares of the Company's Common Stock (the "Common Stock") when, as and if such dividends (which shall be made in accordance with the terms of the Certificate of Designation) are paid on shares of the Common Stock.