What changed in this filing

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Item 2. Unregistered Sales of Equity Securities

2026-05-13 compared with 2025-11-12 · 54 added, 64 removed, 4 unchanged (97% of the section changed)

Unregistered Sales

of Equity Securities and Use of Proceeds

Pursuant to the terms of an Equity Line of Credit

Agreement comprising a Common Stock Purchase Agreement and a Registration Rights Agreement (taken together, the “ELOC Agreement”)

as amended May 6, 2025, the Company may elect, in our sole discretion, to issue and sell to by White Lion Capital LLC dba White Lion GBM

Innovation Fund (“White Lion”), from time to time, up to $78.9 million worth of shares of Common Stock from after the effective

date of a related registration statement until the earlier of December 31, 2026 or the sale of all of such shares to White Lion.

in initial capitals and not otherwise defined herein shall be as defined in the amended Common Stock Purchase Agreement and/or the Registration

Rights Agreement.

Pursuant to the Common Stock Purchase Agreement,

following the effective date of the resale registration statement registering the shares issuable to White Lion in accordance with the

terms of the Registration Rights Agreement, the Company has the right, but not the obligation, to require White Lion to purchase, from

time to time, up to the lesser of (i) $78,900,000 in aggregate gross purchase price of newly issued shares of Common Stock, par value

$0.0001 per share and (ii) 3,853,467 shares of Common Stock (the “Exchange Cap”), in each case, subject to certain limitations

and conditions set forth in the Common Stock Purchase Agreement.

The number of shares of Common Stock that the

Company may require White Lion to purchase in any single sales notice will depend on a number of factors, including the relevant calculated

purchase price and type of purchase notice that the Company delivers to White Lion.

(1) if the Company were to deliver a

Rapid Purchase Notice, the Company can require White Lion to purchase a number of shares equal to $2,000,000 divided by the average of

the three (3) lowest traded prices of the Common Stock on the Rapid Purchase Notice Date;

and (2) if the Company were to deliver a VWAP

Purchase Notice, the Company can require White Lion to purchase a number of shares equal to $2,000,000 divided by the product of (i) the

lowest daily VWAP of the Common Stock during the VWAP Purchase Valuation Period and (ii) ninety-seven percent (97%).

White Lion’s purchase obligations under

a single Rapid Purchase Notice or a single VWAP Purchase Notice shall not exceed $2,000,000, and the maximum amount of shares of Common

Stock the Company may require White Lion to purchase under a single VWAP Purchase Notice shall be the lesser of (A) 30% of the Average

Daily Trading Volume or (B) $2,000,000 divided by the highest closing price of the Common Stock over the most recent five (5) Business

Days immediately preceding White Lion’s receipt of the subject VWAP Purchase Notice.

Additionally, in consideration for White Lion’s

commitments under the Common Stock Purchase Agreement, the Company agreed to issue to White Lion the number of shares of Common Stock

equal to $800,000 divided by the closing price of the Common Stock on the day that is the earlier of (i) the business day prior to effectiveness

of this resale registration statement registering the shares issuable under the Common Stock Purchase Agreement and (ii) the business

day prior to the date that White Lion requests the issuance of such shares (such shares, the “Commitment Shares”).

Accordingly, the actual number of shares of our

Common Stock issuable will vary depending on the then-current market price of shares of Common Stock sold to White Lion under the ELOC

Agreement, but will not exceed the number set forth in the preceding paragraphs unless we file an additional registration statement under

the Securities Act of 1933, as amended (the “Securities Act”), with the SEC.

Pursuant and subject to the terms of the ELOC

Agreement and as further subject to the terms of a Common Stock Purchase Warrant dated May 6, 2025 between the Company and White Lion

(“Warrant”), White Lion has the right, but not the obligation, at any time for a period of five years following the Warrant’s

execution date, to subscribe for and purchase from the Company up to $4,000,000 worth, or the Available Share Amount (as defined in the

Warrant and subject to adjustment thereunder), of Common Stock (the “Warrant Shares”).

The initial purchase price of one share

of Common Stock under the Warrant shall be equal to the Exercise Price, which shall be $1.584 or as otherwise defined therein pursuant

to any applicable adjustments to the same.

Convertible Note

Pursuant and subject to the terms of a Convertible

Note Purchase Agreement and executed on May 6, 2025 between the Company and White Lion (the “Note Purchase Agreement”) and

related convertible promissory notes (“Convertible Notes”), White Lion has agreed to loan the Company the principal amount

of $1,110,000 at an interest rate of 5% per annum subject to two Convertible Notes maturing on the date occurring Nine (9) months after

the closing date of each respective loan.

The first Convertible Note in the principal amount of $445,000 was executed by and between the

Company and the White Lion on May 6, 2025.

The second Convertible Note, constituting the balance of the principal amount under the Note

Purchase Agreement, was executed by and between the Company and the White Lion on June 20, 2025.

The Company has agreed to allocate 10% of the

proceeds from each purchase notice under the ELOC and/or warrant exercise toward the repayment of the outstanding Convertible Note(s).

At any time, White Lion may convert one or both Convertible Notes at 95% multiplied by the lowest Volume Weighted Average Price (“VWAP”)

fifteen days prior to the conversion notice.

The Company and the Investor have agreed that no more than 4.99% of the shares outstanding

will be issued to White Lion, which can be adjusted to up to 9.99% upon 61 prior days’ notice from White Lion.

Under certain circumstances, issuances of Common Shares under the ELOC, Warrants and Convertible Note may have significantly dilutive

effect upon the Company’s existing shareholders.

Unregistered Sales of

Equity Securities and Use of Proceeds

Common Stock Purchase Agreement

As previously disclosed on the Company’s Current Report on Form

8-K filed on February 28, 2025, on February 25, 2025, the Company entered into a common stock purchase agreement (the “Common Stock

Purchase Agreement”) and a related registration rights agreement (the “White Lion RRA”) with White Lion GBM Innovation

Fund (“White Lion”), which agreements were subsequently amended, as disclosed in the Company’s Current Reports on Form

8-K filed on May 12, 2025 and April 9, 2026.

Capitalized terms used but not defined herein shall have the meanings ascribed to such terms

in the Common Stock Purchase Agreement, as amended.

Shares of Common Stock issuable under the

Common Stock Purchase Agreement have been registered for resale by the selling stockholder pursuant to the Company’s

registration statement on Form S-1, initially filed with the Securities and Exchange Commission on May 28, 2025 and subsequently

amended by Amendment No.

1 to Form S-1 filed on June 10, 2025.

Pursuant to the Common Stock Purchase Agreement, as amended, the Company

has the right, but not the obligation, to require White Lion to purchase, from time to time, shares of the Company’s common stock,

par value $0.0001 per share (the “Common Stock”), in an aggregate gross purchase price of up to the lesser of (i) $78,900,000

and (ii) the Exchange Cap, in each case, subject to certain limitations and conditions set forth therein.

As further amended on April 7, 2026, the Common Stock Purchase Agreement

was modified to revise certain defined terms, including “Purchase Notice” and “Purchase Notice Limit,” and to

introduce additional purchase notice mechanisms, including intraday purchase notices and fixed purchase notices, providing the Company

with enhanced flexibility in accessing the equity line.

The Company intends to use the net proceeds from any sales of Common

Stock under the Common Stock Purchase Agreement for general corporate purposes, including working capital, research and development, and

other operating expenses.

For the three months ended March 31, 2026, the

Company issued an aggregate of 1,378,000 shares of its Common Stock under the Common Stock Purchase Agreement for gross proceeds of approximately

$0.85 million.

Warrant and Convertible Promissory Notes

In connection with the foregoing financing arrangements, on May 12,

2025, the Company issued to White Lion (i) a warrant to purchase shares of Common Stock with an aggregate value of up to approximately

$4.0 million (the “2025 Warrant”) and (ii) convertible promissory notes with an aggregate funding amount of approximately

$1.0 million (the “2025 Note”).

As of March 31, 2026, a portion of the 2025 Warrant remained outstanding with an aggregate

value of $2,019,290, and the 2025 Note had been fully repaid.

Subsequently, on April 7, 2026, the Company entered into a Note Purchase

Agreement with White Lion, pursuant to which the Company issued a senior secured convertible promissory note in the principal amount of

$1,055,555.55 (the “2026 Note”).

In consideration for the issuance of the 2026 Note, the Company received (i) $500,000 in

cash and (ii) a reduction of $2,019,290 of amounts outstanding under 2025 Warrant agreement, resulting in such warrant having no remaining

The 2026 Note described above was issued in reliance upon the exemption

from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended, and/or Regulation D promulgated thereunder, as

a transaction not involving a public offering.

A more detailed discussion of the foregoing financing arrangements

is included in Part II, Item 2, “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity

and Capital Resources.”

Use of Proceeds from Registered Offerings

In connection with the closing of the Company’s business combination

in February 2025, approximately $1.2 million remained in the trust account following shareholder redemptions.

As of the date of this report,

such funds have not yet been released and therefore have not been available for use by the Company.

Legal Proceedings”

for additional information regarding certain ongoing matters involving the Company.

Defaults Upon Senior Securities

3 unchanged sentences

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

Item 2. Unregistered Sales of Equity Securities