| (1) |
The 69,381,193 shares of
Common Stock consist of (i) 24,338,649 shares of Common Stock issued to the Selling Stockholders, (ii) 13,884,617 shares of Common
Stock underlying the Cash Pre-Funded Warrant with an exercise price per share equal to $0.0001, (iii) 24,836,560 shares of Common
Stock underlying the Cryptocurrency Pre-Funded Warrant with an exercise price per share equal to $0.0001, and (iv) 6,321,367
shares of Common Stock underlying the Strategic Advisor Warrants with an exercise price per share equal to $0.0001. |
| (2) |
With respect to the shares
of Common Stock offered by the Selling Stockholders, estimated at $4.86 per share, the average of the high and low prices as reported
on The Nasdaq Capital Market on October 17, 2025, for the purposes of calculating the registration fee in accordance with Rule 457(c)
under the Securities Act. |
| (3) |
Pursuant to Rule 416 of
the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement shall also cover any additional
shares of the Company’s common stock, par value $0.0001 (“Common Stock”) that become issuable by reason of any
stock dividend, stock split, recapitalization or other similar transaction effected without receipt of consideration that increases
the number of outstanding shares of common stock. |