Material Agreement, Private Placement (Form 8-K)

Item 1.01. Entry Into Material Definitive Agreement.

Amendment and Exchange Agreement

Effective as of September 29, 2025, the Company and Five Narrow Lane LP, a Delaware limited partnership ("FNL") entered into an agreement (the "Exchange Agreement") pursuant to which FNL agreed to exchange a Second Amended and Restated Senior Secured Convertible Debenture Due February 11, 2026 (the "Second Amended and Restated Debenture") held by FNL for receipt of shares of Series C-2 Convertible Preferred Stock (the "Series C-2 Preferred Stock") with an aggregated stated value of 1,334,000. In consideration thereof, the Company agreed to issue 467 additional shares of Series C-2 Preferred Stock to FNL. As a result, the Second Amended and Restated Debenture has been paid in full and fully extinguished.

The foregoing summary of the Exchange Agreement is not complete and is qualified in its entirety by reference to the Exchange Agreement, a copy of which is attached hereto as Exhibit 10.1 and is incorporated herein by reference.

Item 3.02 Unregistered Sale of Equity Securities.

The information set forth in Item 1.01 is incorporated herein by reference. The offer and sale of the Series C-2 Preferred Stock has been made in reliance on the exemptions from registration provided by Sections 3(a)(9) and 4(a)(2) of the Securities Act of 1933, as amended.