Financial Obligation, Private Placement (Form 8-K)

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth under Item 1.01 above is incorporated by reference into this Item 2.03.

Item 3.02 Unregistered Sales of Equity Securities.

The information set forth under Item 1.01 above is incorporated by reference into this Item 3.02.

Additionally, on March 31, 2026 the Company settled with two existing third party accredited debt holders, pursuant to which the Company issued (i) 7,583 shares of Series D Convertible Preferred Stock as total repayment for, and the replacement and cancellation of, an outstanding promissory note in the aggregate amount of $7.583 million, and (ii) 684 shares of Series E Convertible Preferred Stock (the "Series E") as total repayment for, and the replacement and cancellation of, two outstanding promissory notes in the aggregate amount of $684 thousand.

The offer, sale and issuance pursuant to the Subscription Agreement for the Series D and Series E to the Purchasers were made in reliance upon Section 4(a)(2) of the Securities Act, as amended and the rules and regulations promulgated thereunder, and/or Rule 506 promulgated thereunder.