Management Change/Compensation Form 8 K

Item 1.01 Entry into a Material Definitive Agreement.

On December 9, 2024, we entered into an Assignment and Release Agreement with YA II PN, Ltd. and Palella Holdings, LLC. Pursuant to that Agreement, we consented to the transfer of all debt that we owed YA II PN, Ltd. from YA II PN Ltd. to Palella Holdings, LLC. Palella Holdings, LLC is a related party as its majority shareholder is Salvatore Palella who until recently was our Chief Executive Officer and one of our directors and who remains as our controlling shareholder. The debt that was transferred pursuant to the Assignment and Release Agreement consisted of (i) approximately $3,447,000 under a convertible promissory note in the original principal amount of $4,000,000 that was issued pursuant to a a Standby Equity Purchase Agreement, dated March 8, 2023, and (ii) approximately $5,750,000 owed pursuant to a Loan and Security Agreement, dated as of March 23, 2021 (as amended on December 8, 2023, the "Loan Agreement").