As of June 30, 2026, the Company had 2,621,925 shares of common stock issued and 2,613,742 shares outstanding.  

During the six months ended June 30, 2026, the Company issued 135,107 shares of common stock pursuant to cashless warrant exercises.

During the six months ended June 30, 2026, the Company issued 65,000 shares of common stock for services, with a total value of $178,558, determined based on the closing stock price of the Company’s common stock as of the date of grant.

During the six months ended June 30, 2026, the Company forgave $490,000 of related party debt which has been recorded as an increase to additional paid in capital.

During the six months ended June 30, 2026, the Company issued warrants to purchase 5,854,699 shares of common stock in connection with debt issuances which had a value of $6,350,209, which represented the relative fair value of the warrants issued in conjunction with the debt.

During the six months ended June 30, 2026, in connection with the Exchange Agreement, the Company issued (i) 7,169 shares of a newly designated series of Series C Preferred Stock and (ii) a common stock purchase warrant to purchase up to 619,084 shares of common stock. The total fair value of the Series C Preferred Stock and warrants issued amounted to $9,384,199 and resulted in the Company recording a loss on exchange transaction of $2,215,127. The fair value of the preferred shares was measured using a Monte Carlo valuation model and the fair value of the warrants issued was measured using a Black-Scholes Value model.

October Private Placement Agreement

On October 16, 2025, the Company entered into a securities purchase agreement (the “October Purchase Agreement”) with institutional investors for the issuance and sale in a private placement transaction (the “October Private Placement”) of 360,000 shares of a newly designated series of Series B Non-Voting Convertible Preferred Stock (the “Series B Preferred Stock”) convertible at an initial conversion price of $27.20 per share into 330,882 shares of common stock and common warrants (the “October Warrants”) to purchase up to 330,882 shares of common stock, exercisable at an initial exercise price of $27.20 per share, subject, among other things, to adjustment, stockholder approval and certain beneficial ownership limitations set by each holder, for a combined purchase price of $25.00 for each share of Series B Preferred Stock and accompanying October Warrants, which pricing was designed to be in accordance with the Nasdaq Minimum Price requirement. The October Private Placement closed on October 17, 2025. The net proceeds to the Company from the Private Placement were approximately $8 million, after deducting placement agent fees and the payment of other offering expenses associated with the offering that were payable by the Company.

During the six months ended June 30, 2026, 327,261 shares of Series B Preferred Stock were converted into common stock, within the original terms and no gain or loss was recorded. Additionally, during the six months ended June 30, 2026, the Company issued 135,107 shares of common stock from the exercise of October Warrants.

Additionally, the Company recorded a derivative liability associated with certain embedded features in the Series B Preferred Stock. These instruments were classified as liabilities at fair value in accordance with ASC 815 due to their settlement provisions and other contractual terms. See below for a description of the terms of the Series B Preferred Stock. The Company measured its bifurcated embedded derivative liability at fair value on a recurring basis using level 3 inputs. These financial instruments are measured using management’s best estimate of fair value, where the inputs into the determination of fair value require significant management judgment to estimation. The derivative liability was measured using a Monte Carlo valuation model. Valuations based on unobservable inputs are highly subjective and require significant judgments. Changes in such judgments could have a material impact on fair value estimates. The initial amount of the derivative liability amounted to $3,631,210 and has been recorded as deemed dividend to the preferred shareholders.

Preferred Shares

Series A Preferred Stock – During the six months ended June 30, 2026, 908,431 shares of Series A Preferred stock were converted into 272,534 shares of common stock, within the original terms and no gain or loss was recorded. As of June 30, 2026, the Company had 30,416 shares of Series A Preferred stock issued and outstanding. The holders of Series A Preferred Stock are not entitled to receive any dividends or distributions. In the event of any voluntary or involuntary liquidation, dissolution or winding up of the Company, the holders of shares of Series A Preferred Stock are entitled to be paid, with respect to each share of Series A Convertible Preferred Stock then outstanding held by the holder, out of the assets of the Company available for distribution to its stockholders, before any payment shall be made to the holders of common stock by reason of their ownership thereof, an amount in cash per share of Series A Preferred Stock equal to the stated value (the amount payable pursuant to this sentence is hereinafter referred to as the “Series A Preferred Liquidation Value”). After payment of the Series A Preferred Liquidation Value as set forth above, the shares of Series A Preferred Stock shall no longer be deemed to be outstanding and the holders thereof shall have no further rights as holders of Series A Preferred Stock. Except as otherwise required by law, the Series A Preferred Stock shall have no voting rights; provided, however, as long as any shares of Series A Preferred Stock are outstanding, the Company shall not, without the affirmative vote of the holders of a majority of the then outstanding shares of Series A Preferred Stock, alter or change adversely the powers, preferences or rights given to the Series A Preferred Stock or alter or amend the Certificate of Designation for the Series A Preferred Stock. Subject to, and following, the approval by the Company’s stockholders of the issuance of the Company’s common stock upon the conversion of the Series A Preferred Stock, each share of Series A Preferred Stock shall thereafter be convertible, at the option of the holder thereof, at any time and from time to time, and without the payment of additional consideration by the holder thereof, into six (6) fully paid and nonassessable shares of common stock (the “Series A Preferred Conversion Ratio”) (0.30 per share). Shares of Series A Preferred Stock may not be redeemed by the Company absent the consent of the holder thereof. Redeemed shares of Series A Preferred Stock shall return to the status of and constitute authorized but unissued shares of preferred stock, without classification as to series until such shares are once more classified as a particular series by the Board of Directors pursuant to the provisions of the Company’s certificate of incorporation.

Series B Preferred Stock - As of June 30, 2026, the Company had 550 shares of preferred Series B stock issued and outstanding. Holders of shares of Series B Preferred Stock are entitled to receive, and the Company is obligated to pay, but only out of any funds legally available for the declaration of dividends, annual non-compounding dividends payable at the rate per share (as a percentage of the stated value per share of Series B Preferred Stock) of 9% per annum. Dividends on shares of Series B Preferred Stock accrue and are cumulative from the issuance date and accrue from day to day thereafter for so long as Series B Preferred Stock is outstanding. Dividends may be declared and paid on Series B Preferred Stock when and as determined by the Board of Directors of the Company out of any funds legally available for such purpose. Dividends are payable (i) on each conversion date (with respect only to Series B Preferred Stock being converted), (ii) on each such other date as the Board of Directors of the Company may determine; (iii) upon liquidation and (iv) upon occurrence of a fundamental transaction, in cash or, solely in the event of (i) above, in cash or in duly authorized, validly issued, fully paid and non-assessable shares of common stock (as determined by the Company), (the amount to be paid in shares of common stock, the “Dividend Share Amount Payment”); provided, however, that upon the conversion of Series B Preferred Stock prior to the Mandatory Conversion Date (as defined in the Certificate of Designation for the Series B Preferred Stock), the Company shall also pay to the holders of Series B Preferred Stock so converted, an amount equal to the Make-Whole Amount (as defined in the Certificate of Designation for the Series B Preferred Stock), less the amount of all prior dividends made on such converted Series B Preferred Stock before the relevant conversion date (the “Make-Whole Payment”), payable at the option of the Company, in cash or in duly authorized, validly issued, fully paid and non-assessable shares of common stock. With respect to any Dividend Share Amount Payments and Make-Whole Payments paid in shares of common stock, the number of shares of common stock to be issued to a holder shall be an amount equal to the quotient of (x) the amount of the Dividend Shares Amount and Make-Whole Payment payable to such holder divided by (y) the lower of (a) the conversion price then in effect and (b) the VWAP on the trading day prior to the applicable conversion date (the lower of (a) and (b), the “Dividend Conversion Price”), provided that the Dividend Conversion Price shall not be less than the floor price set forth in the Series B Certificate of Designations (the “Series B Preferred Floor Price”). If the Dividend Conversion Price is lower than the Series B Preferred Floor Price and the Company elects to pay the Dividend Share Amount Payment and Make-Whole Payment in shares of common stock, in addition to the number of shares of common stock payable calculated using the Series B Preferred Floor Price, the Company shall pay the holder an amount in cash equal to the product of (A) any bid price selected by holder for the Company’s common stock as published on Bloomberg within one hour preceding the submission of the conversion notice by the holder, and (B) the difference obtained by subtracting (1) the quotient obtained by dividing (a) the amount of the dividend payable to such holder by (b) the Series B Preferred Floor Price, from (2) the quotient obtained by dividing (x) the amount of the dividend payable to such holder by (y) the Dividend Conversion Price without giving effect to the Series B Preferred Floor Price. As previously disclosed, the Make-Whole Payment has been determined to be a derivative liability.

Upon liquidation, dissolution or winding up of the Company, whether voluntary or involuntary, each holder shall be entitled to receive the amount of cash, securities or other property to which such holder would be entitled to receive with respect to such shares of Series B Preferred Stock if such shares had been converted to common stock immediately prior to such liquidation (without giving effect for such purposes to the applicable beneficial ownership limitations), subject to the preferential rights of holders of any class or series of capital stock of the Company specifically ranking by its terms senior to the Series B Preferred Stock as to distributions of assets upon liquidation, dissolution or winding up of the Company, whether voluntarily or involuntarily.

Except as otherwise provided by the Certificate of Designation of the Series B Preferred Stock, or as otherwise required by the law, the Series B Preferred Stock shall have no voting rights. However, as long as any shares of Series B Preferred Stock are outstanding, the Company shall not, without the affirmative vote of the holders of a majority of the then outstanding shares of the Series B Preferred Stock, (a) alter or change adversely the powers, preferences or rights given to the Series B Preferred Stock or alter or amend the Certificate of Designation of the Series B Preferred Stock, (b) authorize or create any class of stock ranking as to dividends, redemption or distribution of assets upon a liquidation senior to, or otherwise pari passu with, the Series Preferred Stock, (c) amend its certificate of incorporation or other charter documents in any manner that adversely affects any rights of the holders, (d) increase the number of authorized shares of Series B Preferred Stock, or (e) enter into any agreement with respect to any of the foregoing.

On the mandatory conversion date, which is the five year anniversary of the issuance date (the “Series B Preferred Mandatory Conversion Date”), all outstanding shares of Series B Preferred Stock and, to the extent that the Company elects to pay dividends in shares of common stock, all accrued but unpaid dividends thereon through and including the Series B Preferred Mandatory Conversion Date shall be automatically converted into shares of common stock at the conversion price of $27.20; provided, however, that to the extent that an automatic conversion would result in a holder and its affiliates exceeding the applicable beneficial ownership limitation, if applicable, then such holder’s Series B Preferred Stock shall not be automatically converted into common stock and shall remain outstanding, and the shares of common stock issuable upon the automatic conversion of Series B Preferred Stock to such extent shall be held in abeyance for such holder until such time or times as conversion of such Series B Preferred Stock would not result in such holder and its affiliates exceeding the beneficial ownership limitation.

Each share of Series B Preferred Stock shall be convertible, at any time and from time to time from and after the issuance date through the Series B Preferred Mandatory Conversion Date, at the option of the holder thereof, into a number of shares of common stock (subject to certain limitations) equal to the sum of (A) the quotient of (i) the aggregate stated value of those shares being converted, divided by (ii) the applicable conversion price, plus (B) to the extent that the Company elects to pay the Dividend Share Amount Payment and Make-Whole Payment in shares of common stock, the quotient of (X) the sum of all accrued but unpaid dividends thereon plus the Make-Whole Payment, divided by (Y) the Dividend Conversion Price. Holders shall effect conversions by providing the Corporation with the form of Notice of Conversion.

Series C Preferred Stock - As of June 30, 2026, the Company had 7,169 shares of Series C Preferred Stock issued and outstanding with a stated value of $1,000 per share. Dividends accrue on outstanding shares of Series C Preferred Stock at the rate of 8% per annum, compounding quarterly and, if dividends are not paid in cash, the rate increases to 9% per annum. Dividends may be paid in cash from any funds legally available for the declaration of dividends, in additional shares of Series C Preferred Stock, or by increasing the stated value on the Company’s books by the amount of the dividend. Dividends are payable as and when the Board of Directors of the Company may determine, upon liquidation and upon occurrence of a Fundamental Transaction (as such term is defined in the Certificate of Designation of the Series C Preferred Stock).

In the event of the liquidation, dissolution or winding-up of the Company, whether voluntarily or involuntarily, the holders of shares of Series C Preferred Stock will be entitled to receive an amount in cash per share of Series C Preferred Stock equal to 150% of the stated value of such shares prior and in preference to holders of shares of common stock and pari passu with the Company’s Series A Preferred Stock and Series B Preferred Stock.

Each share of Series C Preferred Stock is initially convertible, at the option of the holder thereof, at any time after the Company receives stockholder approval of the conversion thereof, at an initial conversion price of $2.895 per share. The conversion price is subject to standard proportional adjustment for stock dividends, stock splits or similar events, subject to a floor price of $1.50 (the “Series C Preferred Floor Price”). The conversion price is also subject to the full-ratchet style adjustment for dilutive issuances, subject to the Series C Preferred Floor Price and with exempt issuances (as specified in the Certificate of Designations for the Series C Preferred Stock) carved out. If a holder elects to convert following a dilutive issuance that causes the conversion price to be less than the Series C Preferred Floor Price, then the holder would receive the number of shares of common stock based upon the Series C Preferred Floor Price plus a cash true-up. Holders of shares of the Series C Preferred Stock are prohibited from converting shares of Series C Preferred Stock into shares of common stock if, as a result of such conversion, such holder, together with its affiliates, would beneficially own in excess of 4.99% of the total number of shares of common stock issued and outstanding immediately after giving effect to such conversion, subject to adjustment by the holder to up to 19.99% of the total number of shares of common stock issued and outstanding immediately after giving effect to such conversion upon 61 days’ prior notice.

The Certificate of Designation provides that holders of shares of Series C Preferred Stock are entitled to vote on an as-converted basis alongside holders of common stock as a single class, subject to certain limitations. The Company and the Debtholder have contractually agreed that for voting purposes, the number of whole shares of Common Stock into which the shares of Series C Convertible Preferred Stock held are then convertible, the adjustment provisions for dilutive issuances shall be disregarded. In addition, as long as any shares of Series C Preferred Stock are outstanding, the Company will not, without the affirmative vote of the holders of a majority of the then outstanding shares of Series C Preferred Stock, alter or change adversely the powers, preferences or rights given to the Series C Preferred Stock or alter or amend the Certificate of Designation of the Series C Preferred Stock, authorize or create any class of stock ranking as to dividends, redemption or distribution of assets upon a liquidation senior to, or otherwise pari passu with, the Series C Preferred Stock, amend its certificate of incorporation in any manner that adversely affects any rights of the holders of Series C Preferred Stock, increase the number of authorized shares of Stock Preferred Stock, declare dividends on or redeem junior securities while accrued dividends remain unpaid, enter into affiliate transactions exceeding $1 million without disinterested director approval or enter into any agreement with respect to any of the foregoing.

The Certificate of Designation provides that holders of Series C Preferred Stock are entitled to redeem their shares after three years at a redemption price equal to 110% of the stated value of such shares, plus accrued and unpaid dividends However, the Company and the Debtholder have contractually agreed that redemptions by the Debtholder are prohibited.. The Company may redeem all or part of the Series C Preferred Stock at any time after the 24-month anniversary of the issuance date by giving the holder at least 30 days’ written notice. The buyback price depends on timing: 115% of stated value if redeemed between the 24-month and 36-month anniversaries, and 110% of stated value after the 36-month anniversary, in each case plus accrued and unpaid dividends. In addition, in the event the Company enters into a transaction which results in a change of control of 50% or more of its then outstanding shares of common stock on a fully diluted basis, sells substantially all its assets, or effects a “going-private” transaction such that it is no longer a publicly reporting company, a holder of shares of Series C Preferred Stock will be entitled to redeem its shares at a redemption price equal to the greater of (i) the stated value of such shares, plus all accrued and unpaid dividends or (ii) the as-converted market value of the shares of common stock issuable upon conversion of the shares of Series C Preferred Stock based on the average of the last closing price of the common stock during the five trading days preceding the date of the holder’s redemption notice.

Warrants

In conjunction with the issuance of debentures issued in February and March 2024 to Peak One Opportunity Fund, L.P (“Peak One”), the Company issued warrants to purchase an aggregate of 626 shares of common stock. The warrants each expire five years from their respective date of issuance. The warrants are each exercisable, at the option of the holder, at any time, at an exercise price equal to $1,012.00 per share, subject to adjustment for any stock splits, stock dividends, recapitulations, and similar events, as well as anti-dilution price protection provisions that are subject to a floor price of $156.00. The initial fair value of the Peak Warrants amounted to an aggregate of $124,363 and was recorded as a debt discount at the time of issuance of the debentures, as applicable. The fair value was calculated using a Black-Scholes Value model, with the following assumptions.

In conjunction with the issuance of additional debentures issued to Peak One in April and May 2024, the Company issued warrants to purchase an aggregate of 1,313. The warrants each expire five years from their respective date of issuance. The warrants are exercisable, at the option of the holder, at any time, at an exercise price equal to $260.00 per share (in the case of the April 2024 warrants) and $304.00 per share (in the case of the May 2024 warrants), subject to adjustment for any stock splits, stock dividends, recapitalizations, and similar events, as well as anti-dilution price protection provisions that are subject to a floor price of $156.00). The initial fair value of warrants amounted to an aggregate of $188,074 and was recorded as a debt discount at the time of issuance of the debentures, as applicable. The fair value was calculated using a Black-Scholes Value model, with the following assumptions.

In conjunction with the issuance of debentures sold and issued to certain investors (the “Arena Investors”), in August 2024, the Company issued warrants to purchase an aggregate of 3,248 shares of common stock. The warrants each expire five years from their respective date of issuance. The warrants are exercisable, at the option of the holder, at any time, at an exercise price equal to $111.60 per share, subject to adjustment for any stock splits, stock dividends, recapitulations, and similar events, as well as anti-dilution price protection provisions that are subject to a floor price as described in the warrants. The initial fair value of warrants amounted to an aggregate of $214,267 and was recorded as a debt discount at the time of issuance of the debenture, as applicable. The fair value was calculated using a Black-Scholes Value model, with the following assumptions.

In conjunction with the issuance of additional debentures to the Arena Investors in October 2024, the Company issued warrants to purchase an aggregate of 8,545 shares of common stock. The warrants each expire five years from their respective date of issuance. The warrants are exercisable, at the option of the holder, at any time, at an exercise price equal to $69.52 per share, subject to adjustment for any stock splits, stock dividends, recapitalizations, and similar events, as well as anti-dilution price protection provisions that are subject to a floor price as described in the warrants. The initial fair value of warrants amounted to an aggregate of $390,939 and was recorded as a debt discount at the time of issuance of the debenture, as applicable. The fair value was calculated using a Black-Scholes Value model, with the following assumptions.

In conjunction with the issuance of additional debentures to the Arena Investors in April 2025, the Company issued warrants to purchase an aggregate of 23,052 shares of common stock. The warrants each expire five years from their respective date of issuance. The warrants are exercisable, at the option of the holder, at any time, at an exercise price equal to $32.43 per share, subject to adjustment for any stock splits, stock dividends, recapitalizations, and similar events, as well as anti-dilution price protection provisions that are subject to a floor price as described in the warrants. The initial fair value of warrants amounted to an aggregate of $170,811 and was recorded as a debt discount at the time of issuance of the debenture, as applicable. The fair value was calculated using a Black-Scholes Value model, with the following assumptions.

In conjunction with the October Private Placement, the Company issued warrants to purchase an aggregate of 330,882 shares of common stock. The October Warrants were not exercisable until the shareholders of the Company approved the exercise thereof, which approval was obtained on December 8, 2025. The October Warrants will expire two and one-half years following such stockholder approval (the “Termination Date”). In the case of certain Dilutive Issuances (as such term is defined in the October Warrants), the exercise price and the number of shares issuable under the October Warrants will be adjusted; provided, however that the exercise price shall not be adjusted to be below the floor price of $4.84.

In conjunction with the February 2026 Purchase Agreement, the Company issued warrants to purchase an aggregate of 1,937,599 shares of common stock. The warrants each expire six years from their respective date of issuance. The warrants to purchase 1,075,264 shares of common stock (the “First Warrants”) are exercisable immediately upon issuance and (ii) warrants to purchase 862,335 shares of common stock (the “Second Warrants) could not be exercised by the holders until stockholder approval was obtained, which was obtained on June 12, 2026 at the 2026 Annual Meeting. The warrants are exercisable, at an exercise price equal $3.12 per share, subject to adjustment for any stock splits, stock dividends, recapitulations, and similar events. On June 12, 2026 at the 2026 Annual Meeting, the Company received Stockholder Approval and the Second Warrants became exercisable and were deemed to be issued. The initial fair value of the First Warrants and Second Warrants amounted to an aggregate of $1,967,922 and $602,211, respectively, and were recorded as a debt discount at the time of issuance. The fair value was calculated using a Black-Scholes Value model, with the following assumptions.

In conjunction with the April 2026 Private Placement, the Company issued warrants (the “Initial April 2026 Warrants”) to purchase an aggregate of 3,917,099 shares of common stock. The Initial April 2026 Warrants have a term of six years from the date of issuance and are exercisable at a price of $2.67 per share of common stock. The initial fair value of the Initial April 2026 Warrants amounted to an aggregate of $3,780,076 and was recorded as a debt discount at the time of issuance. The fair value was calculated using a Black-Scholes Value model, with the following assumptions.

Pursuant to the Exchange Agreement with the Debtholder, the Company issued a common stock purchase warrant to purchase up to 619,084 shares of common stock (the “Exchange Warrants”) to the Debtholder. The Exchange Warrants shall be immediately exercisable upon issuance, have a term of five years from the date of issuance, and be exercisable for shares of common stock at the exercise price of $2.895 per share; provided that the exercise price and number of shares of common stock issuable upon exercise of the Exchange Warrants are subject to customary adjustments pursuant to stock dividends, stock splits or similar events. The initial fair value of the Exchange Warrants amounted to an aggregate of $985,309. The fair value was calculated using a Black-Scholes Value model, with the following assumptions:

Warrant activity for the six months ended June 30, 2026 are summarized as follows: