Material Agreement Form 8 K

Item 1.01 Entry into a Material Definitive Agreement.

On August 28, 2024, the Company entered into a Waiver to Senior Note (the "Waiver") with each of the holders of the May Senior Notes (each a "Holder"), pursuant to which effective as of August 21, 2024, each holder waived, in part, the definition of Maturity Date in the May Senior Note, such that the August 22, 2024 shall be deemed to be replaced with September 30, 2024.

In connection with the Waiver, the Company also entered into a letter agreement (the "Letter Agreement") with each of the Holders, pursuant to which the company agreed that it would apply 40% of the net proceeds from: (i) any sales of securities utilizing its currently effective Registration Statement on Form S-3 (a "Shelf Takedown"), (ii) sales of its common stock under its Common Stock Purchase Agreement dated May 2, 2023 with its equity line investor (the "ELOC"), or (iii) any public offering of securities registered in a Registration Statement on Form S-1 (a "Public Offering"), to make payments on the Notes and those certain Senior Notes in the aggregate principal amount of $1.5 million issued by the Company on July 12, 2024 (the "July Senior Notes" and together with the May Senior Notes, the "Senior Notes"). In addition, pursuant to the Letter Agreement, commencing on the date that the Senior Notes have been repaid in full, the Company shall redeem all holders (each, a "Series C-1 Holder") of the Company's then outstanding Series C-1 Convertible Preferred Stock (ratably based on the amount of Preferred Stock then held by each Series C-1 Holder) in an amount equal to, in the aggregate among all Series C-1 Holders, 40% of the net proceeds raised from any Shelf Takedowns, any sales of common stock under the ELOC or any Public Offering ("Non-Participation Redemption"). In addition to the foregoing Non-Participation Redemption, in connection with any Shelf Takedown or Public Offering, in the event that a Series C-1 Holder participates in such Shelf Takedown or a Public Offering, the Company shall, in addition to the amounts paid to such Series C-1 Holder in the foregoing sentence) use 50% of the gross proceeds received in such Shelf Takedown or Public Offering from such Series C-1 Holder to redeem such Series C-1 Holder's shares of Series C-1 Convertible Preferred Stock.

The foregoing descriptions of the Waiver and Letter Agreement are not complete and are qualified in their entirety by reference to the full text of the forms of Waiver and Letter Agreement, copies of which are filed as Exhibit 10.1and 10.2, respectively to this Current Report on Form 8-K and are incorporated by reference herein.