What changed in this filing

/stocks — the workspaceLOADING

Item 2. Unregistered Sales of Equity Securities

2026-06-05 compared with 2026-06-05 · 80 added, 39 removed, 3 unchanged (98% of the section changed)

Unregistered Sales of Equity Securities

or about April 7, 2025, pursuant to the securities purchase agreement with Pacific Pier dated April 4, 2025, described above, the Company

issued 3,000 shares of Company common stock to Pacific Pier as commitment shares in connection with the financing.

or about April 23, 2025, pursuant to the securities purchase agreement with Pacific Pier dated April 23, 2025, described above, the Company

issued 3,000 shares of Company common stock to Pacific Pier as commitment shares in connection with the financing.

May 6, 2025, the Company entered into a Subscription Agreement with various investors, pursuant to which the purchasers acquired in the

aggregate 715,447 shares of Company common stock, at a price of $0.41 per share, for aggregate gross proceeds of $4,400,000.

or about May 9, 2025, the Company issued 21,000 shares of common stock to Mast Hill pursuant to its conversion of $100,119.60 in interests

and fees owed under the convertible promissory note issued to Mast Hill dated May 6, 2022.

or about May 19, 2025, pursuant to the securities purchase agreement with Lucas Ventures dated May 19, 2025, described above, the Company

issued 2,667 shares of Company common stock to Lucas Ventures as commitment shares in connection with the financing.

or about May 23, 2025, the Company issued 33,333 shares of common stock to Mast Hill pursuant to its conversion of $154,240.00 in interest

and fees owed under the convertible promissory note issued to Mast Hill dated May 6, 2022.

or about May 23, 2025, the Company issued 33,400 shares of common stock to Mast Hill pursuant to its conversion of $154,548.48 in principal,

interest and fees owed under the convertible promissory note issued to Mast Hill dated May 6, 2022.

or about May 23, 2025, the Company issued 33,467 shares of common stock to Mast Hill pursuant to its conversion of $154,856.96 in principal

and fees owed under the convertible promissory note issued to Mast Hill dated May 6, 2022.

or about May 23, 2025, the Company issued 116,276 shares of common stock to Mast Hill pursuant to its conversion of the remaining $538,032.89

in principal and fees owed under the convertible promissory note issued to Mast Hill dated May 6, 2022, leaving a balance of $0 under

or about June 4, 2025, pursuant to the securities purchase agreement with Mast Hill dated June 3, 2025, described above, the Company

issued 3,333 shares of Company common stock to Mast Hill as commitment shares in connection with the financing.

or about June 10, 2025, the Company issued 33,333 shares of common stock to Mast Hill pursuant to its conversion of $121,635 in interest

and fees owed under the convertible promissory note issued to Mast Hill dated September 16, 2022.

or about June 17, 2025, the Company issued 33,400 shares of common stock to Mast Hill pursuant to its conversion of $126,252 in principal,

interest and fees owed under the convertible promissory note issued to Mast Hill dated September 16, 2022.

or about June 20, 2025, the Company issued 2,231 shares of common stock to 1800 Diagonal pursuant to its conversion of $33,464 in principal,

interest and fees owed under the convertible promissory note issued to 1800 Diagonal dated October 15, 2024.

or about June 23, 2025, the Company issued 8,253 shares of common stock to 1800 Diagonal pursuant to its conversion of $25,995 in principal,

interest and fees owed under the convertible promissory note issued to 1800 Diagonal dated October 15, 2024.

or about June 23, 2025, the Company issued 4,195 shares of common stock to Lucas Ventures as true-up shares under the securities purchase

agreement with Lucas Ventures dated November 29, 2024.

to the shares of common stock issued for conversion of convertible promissory notes described above, the share were issued pursuant to

the exemption from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”) provided

by Section 3(a)(9) of the Securities Act, as the shares of common stock were issued in exchange for and conversion of convertible promissory

notes issued by the Company, there was no additional consideration for the exchanges, and there was no remuneration for the solicitation

of the exchanges.

As to the other issuances of common stock described above, such shares were issued pursuant to the exemption from the

registration requirements of the Securities Act provided by Section 4(a)(2) of the Securities Act and Rule 506(b) of Regulation D promulgated

thereunder, as the shareholders were accredited and/or financially sophisticated and had adequate access, through business or other relationships,

to information about the Company, and the sales did not involve a public offering of securities or any general solicitation.

Effective January 16, 2025, the

Company entered into a securities purchase agreement with Mast Hill Fund, L.P., a Delaware limited partnership (“Mast Hill”),

pursuant to which the Company sold, and Mast Hill purchased, (i) a junior secured convertible promissory note in the principal amount

of $1,637,833.33, and (ii) warrants to purchase 54,194 shares of Company common stock, for an aggregate purchase price of $1,474,050.

On January 27, 2025, the Company

issued 3,740 shares upon the final conversion of a convertible promissory note issued to Firstfire Global Opportunities Fund LLC.

On February 11, 2025, the Company

entered into a consulting agreement with a third-party consultant, and as a condition to the agreement, the Company issued 1,667 shares of common stock to the consultant.

Effective February 28, 2025,

the Company entered into a securities purchase agreement with Mast Hill pursuant to which the Company sold, and Mast Hill purchased,

(i) a junior secured convertible promissory note in the principal amount of $620,000, and (ii) warrants to purchase 20,667 shares of

Company common stock, for an aggregate purchase price of $558,000.

The Company issued the

foregoing securities pursuant to the exemption from the registration requirements of the Securities Act of 1933, as amended (the

“Securities Act”) provided by Section 4(a)(2) of the Securities Act and Rule 506(b) of Regulation D promulgated

thereunder, as the shareholders were accredited and/or financially sophisticated and had adequate access, through business or other

relationships, to information about the Company, and the sales did not involve a public offering of securities or any general

solicitation.

ARE NOT CURRENTLY IN COMPLIANCE WITH NASDAQ’S LISTING REQUIREMENTS;

IF WE ARE NOT ABLE TO REGAIN COMPLIANCE WITH THOSE REQUIREMENTS

WITHIN THE TIME PERIODS PERMITTED BY NASDAQ, OUR COMMON STOCK MAY BE DELISTED, WHICH WOULD LIKELY IMPAIR OUR ABILITY TO RAISE CAPITAL

AND COULD CONSTITUTE AN EVENT OF DEFAULT UNDER OUR OUTSTANDING PROMISSORY NOTES.

November 5, 2024, the Company received a written notice from the Listing Qualifications Department of The Nasdaq Stock Market (“Nasdaq”)

indicating that the Company was not in compliance with the $1.00 minimum bid price requirement set forth in Nasdaq Listing Rule 5550(a)(2)

for continued listing on The Nasdaq Capital Market (the “Minimum Bid Price Requirement”).

The Nasdaq listing rules require

listed securities to maintain a minimum bid price of $1.00 per share, and, based upon the closing bid price of the Company’s common

stock for the prior 30 consecutive business days, the Company no longer met that requirement.

The Nasdaq rules initially provided the

Company a compliance period of 180 calendar days from the date of the notice (or until May 5, 2025) in which to regain compliance with

the Minimum Bid Price Requirement.

On May 7, 2025, Nasdaq granted the Company an additional 180-day extension (or until November 3, 2025)

to regain compliance with the Minimum Bid Price Requirement.

On October 20, 2025, Nasdaq notified the Company that the Company had regained

compliance with the Minimum Bid Price Requirement, and the matter was closed.

January 8, 2025, the Company received a written notice from Nasdaq indicating that the Company was not in compliance with Nasdaq’s

annual shareholder meeting requirement as set forth in Listing Rules 5620(a) and 5810(c)(2)(G) (the “Annual Shareholder Meeting

Requirement”).

The Nasdaq listing rules require the Company to have an annual meeting of shareholders within twelve months of the

end of the Company’s fiscal year end, and the Company has not had an annual meeting within twelve months of the Company’s

2023 fiscal year end as required.

The Nasdaq rules provided the Company 45 calendar days to submit a plan to regain compliance with the

Annual Shareholder Meeting Requirement.

The Company submitted such plan as required, and on February 27, 2025, Nasdaq provided the Company

an extension of until June 3, 2025, to regain compliance with the Annual Shareholder Meeting Requirement.

On April 30, 2025, the Company

held its annual meeting of shareholders, and the Company regained compliance with the Annual Shareholder Meeting Requirement.

April 17, 2026, the Company received a written notice Nasdaq indicating that the Company was not in compliance with Nasdaq Listing Rule

5250(c)(1) because the Company had not yet filed its Annual Report on Form 10-K for the fiscal year ended December 31, 2025.

requires listed companies to timely file all required periodic reports with the Securities and Exchange Commission.

Under Nasdaq rules,

the Company has 60 calendar days from receipt of the notice to submit a plan to regain compliance.

If Nasdaq accepts the Company’s

plan, then Nasdaq may grant an exception of up to 180 calendar days from the due date of the Form 10-K, or until October 12, 2026, to

regain compliance.

May 26, 2026, the Company received a written notice Nasdaq indicating that the Company was not in compliance with Nasdaq Listing Rule

5250(c)(1) because the Company had not yet filed its Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2026.

rule requires listed companies to timely file all required periodic reports with the Securities and Exchange Commission.

rules, the Company has 60 calendar days from receipt of the notice to submit a plan to regain compliance.

If Nasdaq accepts the Company’s

plan, then Nasdaq may grant an exception of up to 180 calendar days from the due date of the Form 10-Q, or until November 16, 2026, to

regain compliance.

Company intends to submit a plan to Nasdaq regarding regaining compliance with Nasdaq’s rules.

However, there can be no assurance

that Nasdaq will accept the Company’s plan to regain compliance or that the Company will be able to regain compliance within any

extension period granted by Nasdaq.

If Nasdaq does not accept the Company’s plan, then the Company will have the opportunity to

appeal that decision to a Nasdaq hearings panel.

the Company’s common stock ultimately were to be delisted for any reason, it could negatively impact the Company by (i) reducing

the liquidity and market price of the Company’s common stock;

(ii) reducing the number of investors willing to hold or acquire

the Company’s common stock, which could negatively impact the Company’s ability to raise equity financing;

(iii) limiting

the Company’s ability to use a registration statement to offer and sell freely tradable securities, thereby preventing the Company

from accessing the public capital markets;

and (iv) impairing the Company’s ability to provide equity incentives to its employees.

Additionally, delisting of the Company’s common stock from the Nasdaq Capital Market could constitute an event of default under

its outstanding convertible promissory notes, resulting in those notes becoming immediately due and payable, and resulting in default

penalties being applied to those notes.

Defaults upon Senior Securities

Mine Safety Disclosures

Not Applicable.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q/A

Item 2. Unregistered Sales of Equity Securities