Entry into a Material Definitive Agreement.

 

On June 11, 2026, the Company entered into an Equity Distribution Agreement (the "Sales Agreement") with Maxim Group LLC ("Maxim"), to sell shares of its common stock, par value $0.0002 per share (the "Shares"), having an aggregate offering price of up to $14,967,247, from time to time, through an "at the market offering" program under which Maxim, acting as sales agent, will offer and sell the Shares. The sales, if any, of the Shares made under the Sales Agreement will be made by any method permitted by law deemed to be an "at the market offering" as defined in Rule 415 promulgated under the Securities Act of 1933, as amended.

 

The Company will pay Maxim a commission rate equal to 2.5% of the gross sales price from each sale of Shares. The Sales Agreement contains customary representations and warranties and conditions to the sale of the Shares.

 

The Company is not obligated to sell any of the Shares under the Sales Agreement and may at any time suspend sales thereunder. The Sales Agreement may be terminated by the Company with five days' notice following six months from the date of the Sales Agreement, or by Maxim with five days' notice at any time, or earlier under certain circumstances.