Material Agreement, Financial Obligation, Private Placement, Corporate Action (Form 8-K)

Item 1.01. Entry Into a Material Definitive Agreement.

As previously disclosed, on June 5, 2025, the Company entered into a securities purchase agreement (the "June 2025 SPA") with an institutional investor (the "Holder") for a series of senior secured convertible notes ("Notes") in an aggregate principal amount of up to $21,972,275.38.

On March 24, 2026, effective as of March 23, 2026, the Holder exercised its right to purchase additional Notes in the original principal amount of $395,859.66 for a purchase price of $360,326.85. Unless converted or redeemed, the additional Notes will mature on December 12, 2026, subject to the Holder's right to extend such date in certain circumstance. The additional Notes include a beneficial ownership limitation, which provides that the Notes may not be exercised to the extent that the Holder would own more 9.99% of the outstanding Common Stock immediately after giving effect to such conversion. If the additional Notes were to be converted at the floor price of $0.0034 per share, without giving effect to the beneficial ownership limitation, the aggregate principal amount of the additional Notes would be convertible into 116,429,312 shares of Common Stock. The terms and conditions of the additional Notes are described more fully in the Company's Current Report on Form 8-K filed on June 11, 2025, and such description is incorporated herein by reference.

As of the date of this report, the Holder is the parent of the Company and has made loans to the Company with an aggregate outstanding principal amount of $12,844,574.

The offer and sale of the additional Notes, and of the shares of Common Stock issuable upon conversion of the additional Notes, are exempt from the registration requirements of the Securities Act, pursuant to Section 4(a)(2) of the Securities Act and Rule 506 of Regulation D promulgated thereunder because, among other things, the transaction did not involve a public offering, the investors are accredited investors, the investors are taking the securities for investment and not resale, and the Company took appropriate measures to restrict the transfer of the securities.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth under Item 1.01 is incorporated herein by reference.

Item 3.02. Unregistered Sales of Equity Securities.

The information set forth under Item 1.01 is incorporated herein by reference.

Item 3.03. Material Modification to Rights of Security Holders.

The information set forth under Item 1.01 is incorporated herein by reference.