Policies and Practices Regarding the Timing of Equity Award Grants

Award Timing Disclosure

The following disclosure is provided pursuant to Item 402(x) of Regulation S-K, which requires issuers to describe their policies and practices regarding the timing of equity award grants in relation to the disclosure of material nonpublic information (“MNPI”).

Narrative Disclosure

Determination of Grant Timing by the Board of Directors. The Company’s Board of Directors, which currently consists of a sole Director, is responsible for all executive compensation decisions, including the timing and terms of any equity award grants to named executive officers. The Company has not established a formal written policy governing the timing of option or other equity award grants. The sole Director makes grant determinations on a case-by-case basis, taking into account the Company’s stage of development, the applicable terms of the 2023 Equity Incentive Plan, and individual service arrangements. The Company has not adopted a predetermined grant schedule (such as an annual grant cycle or specified grant dates following the close of a fiscal period). Grants made to date have been made at the commencement or renewal of service arrangements and, in certain cases, in connection with revised employment agreements, as described above.

Consideration of Material Nonpublic Information. Because the Company does not have a compensation committee, the sole Director exercises the functions that would otherwise be performed by such a committee. The Company does not have a formal written policy requiring the sole Director to take MNPI into account when determining the timing or terms of equity award grants. Notwithstanding the absence of a formal policy, the Company is committed to compliance with applicable securities laws, including the prohibition on insider trading. The sole Director, in his capacity as the officer responsible for grant decisions, endeavors not to grant equity awards at times when he is in possession of MNPI that has not been publicly disclosed, and endeavors to ensure that grant terms are established without reference to, and are not intended to be affected by, any such information. To the extent practicable, the Company intends that future equity award decisions will take into account any restrictions imposed by applicable insider trading laws and regulations.

Timing of MNPI Disclosure. The Company has not timed, and does not intend to time, the disclosure of MNPI for the purpose of affecting the value of executive compensation, including equity awards. The Company’s disclosure practices are governed by its obligations under the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Securities and Exchange Commission thereunder, and are not coordinated with the timing of equity award grants.

Tabular Disclosure of Awards Granted in Proximity to MNPI Disclosures

The table below sets forth information regarding options granted to each named executive officer during the fiscal year ended December 31, 2024 that were granted during the period commencing four business days before, and ending one business day after, the filing of a periodic report on Form 10-Q or Form 10-K, or the filing or furnishing of a current report on Form 8-K that disclosed MNPI (excluding any Form 8-K filed pursuant to Item 5.02(e) disclosing the new material option award itself), in each case as required by Item 402(x)(2) of Regulation S-K.

* No options or other equity awards were granted to any named executive officer during the fiscal year ended December 31, 2024. Accordingly, no tabular disclosure of such awards is required for the fiscal year ended December 31, 2024.