Material Event Form 8 K

The Company re-convened a Special Meeting of Stockholders (the "Special Meeting") on October 1, 2024 (originally convened on September 17, 2024) and adjourned the Special Meeting without any business being conducted due to lack of the required quorum. The Company has determined to keep the polls open and reconvene the Special Meeting on October 16, 2024 at 8:30 a.m. Eastern Time to provide its stockholders additional time to vote on the proposals described in the proxy statement filed with the Securities and Exchange Commission on August 1, 2024. No changes have been made to the proposals to be voted on by stockholders at the Special Meeting.

At the time the Special Meeting was adjourned, proxies had been submitted by stockholders representing approximately 27% of the shares of the Company's common stock outstanding and entitled to vote. Proxies previously submitted in respect of the Special Meeting will be voted at the reconvened Special Meeting unless properly revoked, and stockholders who have previously submitted a proxy or otherwise voted need not take any action.