Amendments to Bylaws Form 8 K

Item 1.01. Entry into a Material Definitive Agreement.

On November 18, 2024, Nomura Securities International, Inc. ("Nomura") agreed to a limited waiver (the "Letter Agreement") of the Company's obligation to pay promissory note obligations using the proceeds of the Standby Equity Purchase Agreement dated November 14, 2023 by and between the Company and YA II PN, Ltd. until March 31, 2025, and up to an aggregate total of $4.0 million of such proceeds that would otherwise be paid to Nomura; provided that such proceeds be used solely to fund the operations of the Company.

The foregoing description is qualified in its entirety by the Letter Agreement, which is attached as Exhibit 10.1 hereto and is incorporated herein by reference.