Item 3. Legal Proceedings
ITEM 3. LEGAL PROCEEDINGS
From time to time, the Company is subject to legal
proceedings and claims, either asserted or unasserted, that arise in the ordinary course of business. While the outcome of pending claims
cannot be predicted with certainty, the Company does not believe that the outcome of any pending claims will have a material adverse effect
on our financial condition or operating results.
On December 4, 2023, H.C. Wainwright & Co.,
LLC (“Wainwright”) filed a complaint against us in the Supreme Court of the State of New York, County of New York, asserting
a single cause of action for breach of contract and alleging that we breached an April 2021 engagement agreement with Wainwright by failing
to pay a purported “tail fee” allegedly due in connection with a private placement transaction that closed in 2023. Wainwright
seeks damages of not less than $1,950,000, warrants to purchase an aggregate of 656,250 shares of our common stock at an exercise price
of $5.00 per share, and attorney’s fees. On February 28, 2024, we responded to the complaint with an answer and affirmative defenses.
We intend to vigorously defend against Wainwright’s complaint and do not believe that any potential loss is reasonably probable
at this time.
To our knowledge, there are no other material
legal proceedings pending against us or any material litigation against any of our officers or directors in their capacity as such, and
no such litigation is contemplated by any governmental authorities.
ITEM 4. MINE SAFETY DISCLOSURES
Not applicable.
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PART II
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