Material Agreement, Private Placement (Form 8-K)

Item 1.01 Entry into a Material Definitive Agreement.

On October 27, 2025, we entered into a Securities Purchase Agreement (the "SPA") with Ascent Partners Fund LLC ("Ascent") for the issuance and sale of a total of 549,451 shares of Series D Preferred Stock and warrants to purchase of a total of 25,000,000 shares of our common stock. At the initial closing under the SPA on October 27, 2025, we issued 109,891 shares of Series D Preferred Stock for consideration of $1,000,000, together with warrants to purchase a total of 25,000,000 shares of our common stock exercisable at a price of $12.35 per share. On December 1, 2025, at a second closing under the SPA, we issued 32,967 additional shares of Series D Preferred Stock for consideration of $300,000. On December 12, 2025, at a third closing under the SPA, we issued 49,451 additional shares of Series D Preferred Stock for consideration of $450,000. On December 22, 2025, at a fourth closing under the SPA, we issued 32,967 additional shares of Series D Preferred Stock for consideration of $300,000. On January 12, 2026, at a fifth closing under the SPA, we issued 93,407 additional shares of Series D Preferred Stock for consideration of $850,000. On January 30, 2026, at a sixth closing under the SPA, we issued 131,867 additional shares of Series D Preferred Stock for consideration of $1,200,000.

In connection with the January 30, 2026 closing, we entered into Amendment No. 5 to the SPA, which is filed herewith as Exhibit 10.1. Pursuant to the terms of the SPA, as amended, effective immediately upon the listing of our common stock on Nasdaq, Ascent will purchase a final tranche of 98,901 of Series D Preferred Stock for additional consideration of $900,000, resulting in a total of 549,451 total outstanding shares of Series D Preferred Stock. Series D Preferred Stock, which has a stated value of $10.00 per share, is convertible to common stock at a price of $12.35 per share, subject to adjustment as provided in the certificate of designation, as amended, for the Series D Preferred Stock. A total of 444,901 shares of Common Stock are issuable upon conversion of all shares of Series D Preferred Stock and expected to be outstanding on the date our common stock is listed on Nasdaq.

Item 3.02 Unregistered Sales of Equity Securities.

The information set forth in Item 1.01, above, is incorporated herein by reference. The issuance and sale of Series D Preferred Stock to Ascent was exempt from registration under the Securities Act pursuant to Rule 506(b) thereunder. The shares were offered exclusively to accredited investors and we did not engage in any general solicitation or advertising.