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) Includes (i) 5,523 shares of the Issuer's common stock, par value $0.001 per share (the "Common Stock") issuable upon conversion of 6,117 shares of Series C Preferred Stock (as defined below) (based on the assumed conversion price of Series C Preferred Stock as of the reporting date); (ii) 1 share of Common Stock issuable upon exercise of $1.5M Lender Warrants (as defined below); (iii) options to purchase 323,833 shares of Common Stock issuable upon the exercise of certain options (as more fully discussed in Item 3 below); and (iv) 70,000 restricted shares of Common Stock with the power to vote, or to direct voting, of such shares. (2) On the basis of 4,969,283 shares of the Issuer's Common Stock and 342,841 shares of Series C Preferred Stock issued and outstanding as of October 8, 2026 (which does not include 425,000 restricted shares of Common Stock granted to the reporting person which have not vested and are non-voting and are not beneficially owned by the reporting person as of the reporting date).


SCHEDULE 13D


 
Andrew Simpson
 
Signature:/s/ Andrew Simpson
Name/Title:Andrew Simpson
Date:10/23/2026