What changed in this filing

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Item 3. Legal Proceedings

2025-08-11 compared with 2024-08-13 · 20 added, 15 removed, 6 unchanged (85% of the section changed)

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.

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.

From time to time, we are 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, we do not believe that the outcome of any potential claims will have a material adverse effect on our financial

condition or operating results.

On May 16, 2025, we entered into a settlement

and release agreement (“Settlement Agreement”) with H.C.

Wainwright & Co., LLC relating to a complaint filed on December

4, 2023, alleging a breach of contract.

The Settlement Agreement resolved fully all differences, disputes or claims without admitting

any liability, fault or wrongdoing on the part of all parties.

The Settlement Agreement requires us to pay $1.55 million, comprised of

an initial payment of $1.25 million and twelve equal payments of $25,000 beginning on the one-month anniversary of the initial payment.

On May 16, 2025, we also issued warrants “(First Warrant Issuance”) to purchase 343,183 shares of our common stock with an

exercise price of $4.00 per share with a term of five years from the issuance date.

We had the option to pay $226,254 or issue additional

warrants (“Additional Warrants”) to purchase 313,067 shares of our common stock with an exercise price of $4.00 per share

with a term of five years prior to the issuance date of this Annual Report on Form 10-K.

We elected to issue the additional warrants with

an effective date of July 29, 2025

To our knowledge, there are no other material

4 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-K

Item 3. Legal Proceedings