16. Subsequent Events

On April 24, 2025, the Company and YA II PN, Ltd. (“Yorkville”) entered into a fourth Omnibus Amendment to Transaction Documents (the “Fourth Omnibus Amendment”), pursuant to which the parties agreed to modify the terms of the Securities Purchase Agreement to, among other things, provide for an immediate advance by Yorkville to the Company of $500,000 in the form of a secured convertible debenture in the aggregate principal amount of $500,000 (the “Third Debenture”). As a result of the issuance of the Advance Debentures (as defined herein), and pursuant to the Fourth Omnibus Amendment, the debenture to be issued to Yorkville, upon the satisfaction of all of the conditions set forth in the Securities Purchase Agreement, will have an aggregate principal amount of $2,500,000. Under the terms of the Fourth Omnibus Amendment, Debenture 6 (as defined in the Exchange Agreement), will collectively consist of the debenture to be issued pursuant to the Securities Purchase Agreement and the Advance Debentures for purposes of the transactions contemplated by the Exchange Agreement.

The Third Debenture (as defined herein) will mature on April 24, 2026, which maturity date may be extended at the option of Yorkville. Further, interest accrues on the outstanding principal balance of the Third Debenture at an annual rate of 12%, which will increase to an annual rate of 18% upon an Event of Default (as defined in the Third Debenture) for so long as such Event of Default remains uncured. Yorkville will have the right to convert the Third Debenture into Ordinary Shares of the Company at the lower of (i) a price per Ordinary Share equal to $18.75 or (ii) 85% of the lowest daily volume weighted average price of the Ordinary Shares during the seven consecutive trading days immediately preceding the conversion date or other date of determination (the “Variable Conversion Date”); provided that the Variable Conversion Date may not be lower than the Floor Price (as defined in the Third Debenture) then in effect or the nominal value of one Ordinary Share. Net proceeds to the Company from the Third Debenture were $500,000.