Item 3. Legal Proceedings
ITEM 3. LEGAL PROCEEDINGS
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
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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