The closing of the offering is subject to the satisfaction of certain customary closing conditions including, without limitation, approval by the NYSE American LLC of a supplemental listing application for the Shares. The Company expects to receive gross proceeds of approximately $1,821,397.02 from the offering, before deducting transaction fees and offering expenses payable by the Company. The Shares are being offered directly to the Investors, without a placement agent or underwriter. As a result, the Company is not paying underwriting discounts or commissions in connection with the offering.

The Purchase Agreement contains customary mutual representations and warranties, as well as indemnification provisions and covenants by the Company, including agreements by the Company not to (i) issue, enter into any agreement to issue, or announce the issuance or proposed issuance of any shares of common stock or Common Stock Equivalents (as defined in the Purchase Agreement) for a period of thirty days after the closing, (ii) file any registration statement, or any amendment or supplement thereto, other than the Prospectus Supplement (as defined below) or a registration statement on Form S-8 in connection with any employee benefit plan for a period of thirty days after the closing, and (iii) enter into any Variable Rate Transactions (as defined in the Purchase Agreement and subject to certain exceptions) for a period of nine months after the closing. We also agreed to reimburse the Investors for all costs and expenses incurred by them or their respective affiliates in connection with the structuring, documentation, negotiation, and closing of the transactions, subject to a cap of $25,000.

Among other things, each Investor represented to the Company that it is an "accredited investor" (as such term is defined in Rule 501(a) of Regulation D under the Securities Act). The Company offered and will issue the Shares in reliance upon the exemptions from registration contained in Section 4(a)(2) of the Securities Act and Regulation D promulgated thereunder, based in part on representations made by the Investors. The securities were offered without any general solicitation by the Company or its representatives and no sales commissions were paid in connection with the sales of these securities.