(1) |
Pursuant
to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), there are also being registered an
indeterminable number of additional securities as may be issued as a result of stock splits, stock dividends or similar transactions. |
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(2) |
Pursuant
to Rule 457(c) under the Securities Act, and solely for the purpose of calculating the registration fee, the proposed maximum offering
price per share is $0.47, which is the average of the high and low prices of the shares of the Company’s Common Stock on July
21, 2025 (a date withing five business days prior to filing) on the Nasdaq Stock Market. |
(3) |
Includes
(i) of up to 54,230,876 shares (the “ELOC Shares”) of the Company’s common stock 0.0001 par value per share (the
“Common Stock”) issuable to the Selling Stockholder pursuant to an Equity Purchase Agreement we entered into with the
Selling Stockholder on June 30, 2025 (the “Equity Purchase Agreement”); (ii) 485,437 shares of our Common Stock issued
to the Selling Stockholder as commitment shares (the “ELOC Commitment Shares”); (iii) up to 5,090,472 shares of our Common
Stock (the “Preferred Stock Conversion Shares”) issuable to the Selling Stockholder upon the conversion of 2,000 shares
of the Company’s Series A Convertible Preferred Stock issued to the Selling (the “Preferred Stock”) a Securities
Purchase Agreement we entered into with the Selling Stockholder on June 30, 2025 (the “Securities Purchase Agreement”);
and (iv) 750,000 shares of the Company’s common stock issued to the Selling Stockholder as commitment shares pursuant to the
Securities Purchase Agreement (the “SPA Commitment Shares”). |