Item 1. Legal Proceedings
Item
1. Legal Proceedings.
On
December 9, 2025, the Company was served with a complaint (the “Complaint”) filed in the Superior Court of the State Delaware
by Helena Partners, Inc. (“Helena”). In the Complaint, Helena alleges breach of an engagement agreement dated August 3, 2025
(the “Engagement Agreement”) between the Company and Helena and argues that the Company owes Helena a $15,000 deal deposit
fee for entering into the Engagement Agreement and a $250,000 break fee for not completing an equity financing with Helena. On January
15, 2026, the Company filed an answer to the Complaint with the Superior Court of the State of Delaware and intends to vigorously defend
the action. Other than as described above, there is no other action, suit, or proceeding by any court, public board, government agency,
self-regulatory organization or body pending or, to the knowledge of the executive officers of our Company or our subsidiary, threatened
against or affecting our Company, our Common Stock, our subsidiary or of our companies or our subsidiary’s officers or directors
in their capacities as such, in which an adverse decision could have a material adverse effect.
Item
1A. Risk Factors.
We
are not required to provide this information as we are a smaller reporting company.
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