If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).




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SCHEDULE 13D




Comment for Type of Reporting Person:
(1) Consists of securities held by CL Investment Group LLC ("CL Investment"), of which Chris Mayer is the managing member with voting and dispositive authority, consisting of (a) shares of Common Stock issuable upon conversion of 833 shares of Series A Convertible Preferred Stock (aggregate stated value of $833,000), convertible at 90% of the lowest volume-weighted average price of the Common Stock for the seven consecutive trading days preceding conversion, subject to a floor price; (b) 227,182 shares of Common Stock issuable upon exercise of warrants; and (c) shares of Common Stock issuable upon conversion of a convertible promissory note in the principal amount of $82,500, in each case subject to a 9.99% beneficial ownership limitation and a 19.99% cap pending stockholder approval. The amount reported in Row 11 reflects the maximum number of shares the Reporting Persons may acquire within 60 days giving effect to the 9.99% beneficial ownership limitation, and excludes shares issuable upon conversion or exercise in excess of such limitation. (2) Based on 3,851,684 shares of Common Stock of the Issuer outstanding as of August 17, 2026, as reported in the Issuer's Quarterly Report on Form 10-Q for the quarter ended June 30, 2026, filed on August 18, 2026, plus the shares of Common Stock issuable to the Reporting Persons as described in clause (1), in accordance with Rule 13d-3(d)(1)(i).


SCHEDULE 13D




Comment for Type of Reporting Person:
See footnotes (1) and (2) to the cover page of Chris Mayer, which are incorporated herein by reference.


SCHEDULE 13D


 
Chris Mayer
 
Signature:/s/ Chris Mayer
Name/Title:Chris Mayer, an Individual
Date:10/21/2026
 
CL Investment Group LLC
 
Signature:/s/ Chris Mayer
Name/Title:Chris Mayer, Managing Member, CL Investment Group LLC
Date:10/21/2026

ATTACHMENTS / EXHIBITS

ATTACHMENTS / EXHIBITS

EX-99.1