Regulation FD Disclosure Form 8 K

Item 7.01. Regulation FD Disclosure.

Final Conversion of Series A Preferred

On July 24, 2024, the Company issued 25,000 shares of its common stock in connection with the conversion (the "Conversion") of 400 shares of its outstanding Series A Convertible Preferred Stock ("Series A Preferred"). The conversion occurred on July 23, 2024. The common stock was issued pursuant to the exemption contained in Section 3(a)(9) of the Securities Act of 1933, as amended (the "Act"), which applies to transactions in which a security is exchanged by an issuer with its existing security holders exclusively where no commission or other remuneration is paid or given directly or indirectly for soliciting such exchange. The shares issued have been registered for resale on an effective registration statement on Form S-1.

Following the Conversion, there are no shares of Series A Preferred remaining outstanding.