Financial Obligation, Private Placement, Changes in Control (Form 8-K)

Item 2.03. Creation of a Direct Financial Obligation.

The information set forth in Item 1.01 of this Current Report on Form 8-K regarding the amendment of the Notes pursuant to the Amendment is incorporated herein by reference into this Item 2.03.

Item 3.02 Unregistered Sales of Equity Securities.

The information set forth in Item 1.01 of this Current Report on Form 8-K regarding the amendment of the Notes, the Warrants, and the Services Agreement pursuant to the Amendment is incorporated herein by reference into this Item 3.02.

The Notes and the Warrants, any future pre-funded warrants that may be issued under the Notes or the Services Agreement, and the shares of Common Stock underlying such securities (collectively, the "Securities") were, and will be, offered and sold in transactions exempt from registration under the Securities Act of 1933, as amended (the "Securities Act") in reliance on Section 4(a)(2) thereof and Rule 506(b) of Regulation D thereunder. RSLGH is an "accredited investor," as defined in Regulation D, and acquired the Securities for investment only and not with a view towards, or for resale in connection with, the public sale or distribution thereof. Accordingly, the Securities will not be registered under the Securities Act and the Securities may not be offered or sold in the United States absent registration or an exemption from registration under the Securities Act and any applicable state securities laws.

Item 5.01 Changes in Control of Registrant.

Pursuant to the Amendment, and as described in Item 1.01, the beneficial ownership limitations contained in the Notes and the Warrants held by RSLGH were removed from those instruments. As a result of the removal of those beneficial ownership limitations, the beneficial ownership of RSLGH in the Company's Common Stock increased from 49.99% to approximately 89.9% as of August 11, 2026, which is 60 days prior to the effective date of the Amendment, in accordance with the definition of beneficial ownership set forth in Rule 13d-3 under the Securities Exchange Act of 1934, as amended. As of August 10, 2026, there were 2,179,128 shares of Common Stock outstanding, of which 698,961were held by RSLGH.