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Item 5. Market for Registrant’s Common Equity

2025-03-31 compared with 2024-03-28 · 37 added, 20 removed, 6 unchanged (90% of the section changed)

Market for Registrant’s

Common Equity, Related Stockholders Matters and Issuer Purchases of Equity Securities

Market for Registrant’s Common

Equity, Related Stockholders Matters and Issuer Purchases of Equity Securities

Market Information

2 unchanged sentences

Holders of Record

As of March 27, 2024, there were 2,716,373 of our shares of common

stock issued and outstanding held by approximately 412 stockholders of record.

The number of record holders was determined from the records

of our transfer agent and does not include beneficial owners of shares of common stock whose shares are held in the names of various security

brokers, dealers, and registered clearing agencies.

We have never declared or

paid any cash dividends on our capital stock.

We currently intend to retain all available funds and future earnings, if any, for the

operation and expansion of our business and do not anticipate declaring or paying any dividends in the foreseeable future.

determination related to our dividend policy will be made at the discretion of our board of directors after considering our financial

condition, results of operations, capital requirements, business prospects and other factors the board of directors deems relevant, and

subject to the restrictions contained in any financing instruments.

Our ability to declare dividends may also be limited by restrictive

covenants pursuant to any other future debt financing agreements.

Securities Authorized for Issuance Under Equity Compensation Plans

See Item 12, “Security

Ownership of Certain Beneficial Owner and Management and Related Stockholder Matters,” for information related to securities authorized

for issuance under the Company’s equity compensation plans.

As of [March 27, 2024], there were [2,716,373]

of our shares of common stock issued and outstanding held by approximately [412] stockholders of record.

The number of record holders

was determined from the records of our transfer agent and does not include beneficial owners of shares of common stock whose shares are

held in the names of various security brokers, dealers, and registered clearing agencies.

We have never declared or paid any cash dividends

on our capital stock.

We currently intend to retain all available funds and future earnings, if any, for the operation and expansion of

our business and do not anticipate declaring or paying any dividends in the foreseeable future.

Any future determination related to our

dividend policy will be made at the discretion of our board of directors after considering our financial condition, results of operations,

capital requirements, business prospects and other factors the board of directors deems relevant, and subject to the restrictions contained

in any financing instruments.

Our ability to declare dividends may also be limited by restrictive covenants pursuant to any other future

debt financing agreements.

Securities Authorized for Issuance Under Equity

Compensation Plans

See Item 12, “Security Ownership of Certain

Beneficial Owner and Management and Related Stockholder Matters,” for information related to securities authorized for issuance

under the Company’s equity compensation plans.

Recent Sales of Unregistered Equity Securities

Reverse Stock Split

On January 12, 2024, we filed a Certificate of

Amendment (the “Certificate of Amendment”) to our Certificate of Incorporation to effect a reverse stock split of our issued

common stock in the ratio of 1-for-8 (the “Reverse Stock Split”).

The common stock began trading on the Nasdaq Capital Market

on a Reverse Stock Split-adjusted basis at the market open on Monday, January 22, 2024.

As a result of the Reverse Stock Split, the total

number of shares of common stock held by each shareholder was converted automatically into the number of whole shares of common stock

equal to (i) the number of shares of common stock held by such shareholder immediately prior to the Reverse Split, divided by (ii) 8,

and then rounded up to the nearest whole number.

No fractional shares were issued, and no cash or other consideration was paid to any

Instead, we issued one whole share of the post-Reverse Stock Split common stock to any shareholder who otherwise would have

received a fractional share as a result of the Reverse Stock Split.

Except for our historical financial statements

and unless otherwise stated, all option, share, and per share information gives effect to the Reverse Stock Split.

Issuer Purchases of Equity Securities

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 5. Market for Registrant’s Common Equity