Note 14 – Subsequent Events 

Public Offering

On January 27, 2025, we sold, pursuant to securities purchase agreements (the “Purchase Agreement”), 1,030,972 shares of our common stock and accompanying Series A warrants to purchase up to 8,050,672 shares of our common stock (the “Series A Warrants”) and Series B warrants to purchase up to 4,025,336 shares of our common stock (the “Series B Warrants” and collectively with the Series A Warrants, the “Common Warrants”) at a combined purchase price of $0.615 for institutional investors and $0.7975 for the Company’s Chief Executive Officer and certain board members. The Series A and Series B Warrants both have an exercise price of $0.65 per share of common stock, and will be exercisable beginning on the effective date of stockholder approval of the issuance of the shares upon exercise of the warrants (“Warrant Stockholder Approval”). The Series A Warrants will expire on the five-year anniversary date of stockholder approval and the Series B Warrants will expire on the eighteen-month anniversary date of stockholder approval.

We also sold pre-funded warrants (the “Pre-Funded Warrants”) to purchase up to 7,019,700 shares of our common stock to a purchaser whose purchase of shares of common stock in the public offering would have resulted in the purchaser beneficially owning more than 9.99% of our outstanding common stock immediately following the consummation of the public offering. Each Pre-Funded Warrant is exercisable for one share of common stock at an exercise price of $0.0001 per share of common stock. The public offering price per Pre-Funded Warrant, is equal to the public offering price per share and Common Warrants less $0.0001. Each Pre-Funded Warrant will be exercisable upon issuance and will expire when exercised in full. On January 30, 2025, Pre-Funded Warrants to purchase 525,700 shares of our common stock were exercised and, as of March 12, 2025, Pre-Funded Warrants for the purchase of 6,494,000 remain outstanding.

Gross proceeds in connection with this offering were $5.0 million and we received $4.5 million in net proceeds from the offering, after deducting the fees of the placement agent and other offering-related expenses.

Amended and Restated Bylaws

On March 18, 2025, the Board of Directors (the “Board”) of the Company adopted the Amended and Restated Bylaws (as amended, the “Bylaws”). The Bylaws, which became effective immediately, amended Section 2.4 to change the quorum requirements for a stockholders meeting to be the holders of shares of outstanding capital stock of the Company representing one third (1/3) of the voting power of all outstanding shares of capital stock of the Company except if business is to be voted on by a class or series of stock voting as a class, then the holders of shares representing one third (1/3) of the voting power of the outstanding shares of such class or series shall constitute a quorum.

Executive Employment Agreements

On March 19, 2025, we entered into new or amended employment agreements with all members of our executive team that continue until terminated or modified pursuant to the terms of the employment agreements. The agreements establish their base salaries, target bonuses, eligibility to participate in our 2019 Omnibus Incentive Plan, and severance benefits, among other things.