Private Placement Form 8 K

Item 3.02 Unregistered Sales of Equity Securities.

On September 26, 2024, the Company sold the Purchaser an additional 250 shares of Series B Preferred Stock (the "Additional Fourth Closing Shares") for $250,000 in connection with a partial closing of the Fourth Closing. A total of 750 of the 1,000 possible Fourth Closing Series B Preferred Stock shares have been sold to date, and a total of 250 Series B Preferred Stock shares remain available for future sale to the Purchaser.

The Series B Preferred Stock each have an initial stated value of $1,100 per share, and as a result, the effective purchase price of the Series B Preferred Stock shares sold is a 10% discount to the stated value thereof.

The Company's stockholders at the 2024 Annual Meeting of Stockholders held on June 17, 2024, approved the issuance of more than 19.99% of our outstanding common stock upon the conversion of the shares of Series B Preferred Stock and upon the exercise of warrants sold under the SPA in accordance with Nasdaq Listing Rule 5635(d).

The rights and preferences of the Series B Preferred Stock are described in greater detail in the April 2024 Form 8-K and July 2024 Form 8-K, which description is incorporated by reference herein.

The issuance of the Additional Fourth Closing Shares were exempt from registration pursuant to an exemption from registration provided by, Section 4(a)(2), and/or Rule 506 of Regulation D of the Securities Act of 1933, as amended (the "Securities Act"), since the foregoing issuance did not involve a public offering, the recipient took the securities for investment and not resale, we took appropriate measures to restrict transfer, and the recipient is (a) an "accredited investor"; and/or (b) had access to similar documentation and information as would be required in a Registration Statement under the Securities Act. The securities are subject to transfer restrictions, and the securities contain an appropriate legend stating that such securities have not been registered under the Securities Act and may not be offered or sold absent registration or pursuant to an exemption therefrom. The securities were not registered under the Securities Act and such securities may not be offered or sold in the United States absent registration or an exemption from registration under the Securities Act and any applicable state securities laws.

If the 250 Additional Fourth Closing Shares were converted in full, without factoring in any dividends which can be paid in-kind, a maximum of 1,833,333 shares of common stock would be due to the holder thereof, based on a floor price of $0.15 per share.