What changed in this filing

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Item 5. Market for Registrant’s Common Equity

2026-03-26 compared with 2025-03-27 · 63 added, 29 removed, 13 unchanged (88% of the section changed)

6 unchanged sentences

Transfer Agent

transfer agent is Vstock Transfer, LLC., located at 18 Lafayette Place, Woodmere, NY 11598.

Their telephone number is (212) 828-8436.

do not expect to pay cash dividends in the foreseeable future.

Any future decision to pay dividends will be at the discretion of our

board and will depend, among other things, on earnings, financial condition, level of indebtedness, provisions of our existing credit

agreements and other factors that our board deems relevant.

transfer agent is Odyssey Transfer and Trust Company., located at 2155 Woodlane Drive, Suite 100, Woodbury, MN 55125.

Their telephone

number is (612) 453-4531.

have never declared or paid any cash dividends on our common stock.

We intend to retain future earnings, if any, to finance the operation

of our business and do not anticipate paying any cash dividends on our common stock in the foreseeable future.

Any future determination

related to our dividend policy will be made at the discretion of our Board after considering our financial condition, results of operations,

capital requirements, business prospects and other factors our Board deems relevant, and subject to the restrictions contained in any

future financing instruments, and the rights and preferences of any outstanding preferred stock, including our Series C Preferred Stock.

At-The-Market Offering

On September 30, 2022, we filed a shelf registration

statement on Form S-3 (File No.

333-267696), which was declared effective by the SEC on October 13, 2022.

The registration statement included

(i) a base prospectus covering the offering, issuance and sale of up to $30,000,000 of our common stock, preferred stock, warrants, rights

and units, and (ii) a prospectus supplement relating to the offer and sale of up to $13,000,000 of our common stock pursuant to an At

The Market Offering Agreement, dated September 30, 2022 (the “Sales Agreement”), with H.C.

Wainwright & Co., LLC (“Wainwright”),

as sales agent.

Under the Sales Agreement, Wainwright is entitled to a commission equal to 3.0% of the gross sales price of shares sold.

From January 1, 2025 through October 13, 2025

(the expiration of the registration statement), we sold an aggregate of 110,619 shares of our common stock pursuant to the Sales Agreement

(the “ATM Shares”), for aggregate gross proceeds of $521,835 and net proceeds of $504,372, after deducting commissions and

other related transaction costs of $17,463.

On November 14, 2025, we entered into an amendment

to the Sales Agreement with Wainwright (the “Amendment”), pursuant to which we may offer and sell shares of our common stock

having aggregate sales proceeds of up to $4,000,000 from time to time through Wainwright, acting as sales agent.

The sales are made pursuant

to a prospectus supplement and the accompanying base prospectus included in a registration statement on Form S-3 (File No.

filed with the SEC on November 14, 2025, and declared effective on December 12, 2025.

Sales of Equity Securities

to purchase 770,026 shares of common stock of the Company at an exercise price of $7.40 per share, subject to adjustment for reverse

stock splits, recapitalizations and reorganizations, which are exercisable six months after the date of issuance, or September 20,

2024, until the five and a half-year anniversary date of the date of issuance, or September 20, 2029.

May 31, 2024, the Company issued warrants to purchase up to 1,295,000 shares of the Company’s common stock in connection with

entering into the Inducement Offer Letter with a certain holder of existing warrants, pursuant to which the Holder agreed to exercise

for cash its Existing Warrants to purchase an aggregate of 700,000 shares of the Company’s common stock, at a reduced exercised

price of $0.5198 per share.

Each Inducement Warrant has an exercise price equal to $5.198 per share and will be exercisable at any

time on or after the date that is six (6) months from the issuance date provided that stockholder approval is obtained and will have

a term of exercise of five and one half (5½) years following the date of issuance.

The Company engaged Maxim Group LLC (“Maxim”)

to act as its exclusive warrant solicitation agent and financial advisor in connection with the warrant inducement transaction and

paid Maxim a cash fee equal to 7.0% of the gross proceeds received from the exercise of the Existing Warrants.

The Company used and

is expecting to use the net proceeds of these transactions for general corporate purposes, including working capital.

On September 19, 2024, the Company issued 95,000 shares of common stock to an investor at a $0.40 per share purchase price and warrants

to purchase up to 190,000 shares of common stock at an exercise price of $0.40 per share.

The warrants will be exercisable for a period

of five year from the date of issuance.

issuance of the securities listed above was deemed exempt from registration under Section 4(a)(2) of the Securities Act or Regulation D

promulgated thereunder in that the issuance of securities were made to an accredited investor and did not involve a public offering.

The recipient of such securities represented its intention to acquire the securities for investment purposes only and not with a view

to or for sale in connection with any distribution thereof.

December 2025 Warrant Inducement

December 11, 2025, the Company entered into a warrant exercise inducement agreement with the holder of certain outstanding warrants originally

issued on March 20, 2024 and March 3, 2025.

Pursuant to the agreement, the holder exercised warrants to purchase an aggregate of 2,194,526

shares of the Company’s common stock at a reduced exercise price of $2.90 per share, resulting in gross proceeds of approximately

$6.4 million to the Company before placement agent fees and other offering expenses.

consideration for the exercise of the existing warrants, the Company issued new warrants to purchase up to 3,840,421 shares of common

stock (the “Inducement Warrants”).

The Inducement Warrants were issued in a private placement to the holder of the existing

warrants and were not registered under the Securities Act of 1933, as amended (the “Securities Act”).

Inducement Warrants were issued in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act and/or

Rule 506 of Regulation D promulgated thereunder.

The holder represented that it was an accredited investor and that the Inducement Warrants

were acquired for investment purposes and not with a view to distribution in violation of the Securities Act.

shares of common stock issuable upon exercise of the Inducement Warrants were subsequently registered for resale pursuant to the Company’s

registration statement on Form S-3 (File No.

333-292823), filed January 20, 2025 and declared effective January 28, 2026.

February 2025 Warrant Inducement

On February 27, 2025, the Company entered into

a warrant exercise inducement agreement with the holder of certain existing warrants originally issued on May 29, 2024.

Pursuant to the

agreement, the holder exercised warrants to purchase 1,295,000 shares of the Company’s common stock at a reduced exercise price

of $5.198 per share, resulting in gross proceeds of approximately $6.7 million, before placement agent fees and other offering expenses.

In consideration for such exercise, the Company

issued new warrants to purchase up to 1,424,500 shares of its common stock at an exercise price of $6.502 per share, subject to adjustment.

The new warrants become exercisable six months from the date of issuance and expire on the fifth anniversary of the date of issuance.

The shares of common stock issuable upon exercise of the new warrants were registered for resale pursuant to the Company’s registration

statement on Form S-1 (File No.

333-286255), filed with the SEC on March 28, 2025 and declared effective on April 3, 2025.

used the net proceeds from the transaction for working capital and general corporate purposes.

The Company engaged Maxim Group LLC as

its exclusive financial advisor in connection with the transaction.

Authorized for Issuance Under Equity Compensation Plans

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 5. Market for Registrant’s Common Equity