7. Shareholders’ Equity

Common Stock

We currently have 350,000,000 authorized shares of common stock and 50,000,000 shares of authorized preferred stock. On December 31, 2024 and 2023 respectively we had 12,570,100 and 3,080,693 shares of common shares issued and 7,488,692 and 16,966,692 preferred shares issued and outstanding.

At-The-Market Sales Agreement with Dawson James

On October 11, 2024, we entered into an At-the-Market Sales Agreement (the “ATM Agreement”) with Dawson James Securities Inc. (“Dawson James”) pursuant to which are allowed to issue and sell, from time to time, shares of our common stock (the “Shares”) by any method permitted by law as an “at the market offering” as defined in Rule 415(a)(4) of the Securities Act of 1933, including, without limitation, sales made directly on or through the NYSE American (the “Offering”). Dawson James will use its commercially reasonable efforts to sell the Shares requested by us to be sold, consistent with their normal trading and sales practices. We have no obligation to sell any of the Shares. We may instruct Dawson James not to sell the Shares if the sales cannot be effected at or above the price designated by us and we may suspend sales pursuant to the ATM Agreement at any time.

We will pay Dawson James a commission of up to 3.0% of the gross proceeds from the sale of Shares under the ATM Agreement. We will also reimburse Dawson James for the fees and disbursements of its counsel in an amount not to exceed $30,000 in addition to certain ongoing disbursements of its legal counsel up to $2,500 per calendar quarter.

Any sales of Shares under the ATM Agreement will be made pursuant to our Registration Statement on Form S-3 (File No. 333-269225), which allows the sale of up to $10,000,000 of Shares. We will be required to file a prospectus supplement in the event we determine to offer more than $10,000,000 of Shares.

As of December 31, 2024 there have been no shares sold under the ATM Agreement.

Subsequent to December 31, 2024, on February 5, 2025, we sold 7.8 million shares of our common stock pursuant to the ATM for gross proceeds of $2.75 million before subtracting commission and legal expenses.

At-The-Market Sales Agreement with Ascendiant Capital Markets, LLC

On August 8, 2024, we entered into an At-The-Market Issuance Sales Agreement (the “Sales Agreement”) with Ascendiant Capital Markets, LLC, as sales agent (“Ascendiant Capital”), pursuant to which we could offer and sell up to $10.0 million in shares of our common stock at-the-market. On October 9, 2024, we terminated the Sales Agreement with Ascendiant Capital. There were no shares sold under the Sales Agreement with Ascendiant Capital.

Public Offering of Common Stock

On March 1, 2024, we sold 1,400,000 shares of our common stock at a price of $1.50 per share to the public. According to the terms of the underwriting agreement, we granted the underwriters an option exercisable for 45 days for the purchase of up to an additional 210,000 shares of our common stock solely for the purpose of covering over-allotments, none of which were not exercised. We also issued warrants to the underwriters exercisable August 25, 2024, and expiring on February 27, 2029, to purchase up to 5% of the shares sold at an exercise price of $1.875 per share. The gross proceeds of this offering were $2.1 million before underwriting discounts and commissions and other expenses paid by us were deducted.

Placement Agency Agreement with Dawson James Securities Inc.

On June 25, 2024, we entered into a placement agency agreement (the “Placement Agency Agreement”) with Dawson James Securities Inc. (“Dawson James”) pursuant to which we engaged Dawson James as the placement agent for a registered public offering of 1,100,000 shares of our common stock for $1.00 per share. We paid Dawson James a placement agent fee of 7.00% of the gross proceeds from this offering and reimbursed them for certain out of pocket expenses not to exceed $75,000, including legal fees. In addition, we issued Dawson James warrants to purchase 55,000 shares of our common stock, which represented 5% of the aggregate number of securities sold in this offering, with an exercise price of $1.25 per share and exercisable for five years from the date of the closing of this offering. The warrants became initially exercisable six months from the closing of this offering.

This offering resulted in gross proceeds of $1.1 million before subtracting placement agent fees and legal expense.

Second Placement Agency Agreement with Dawson James Securities Inc.

On September 4, 2024, we entered into a second placement agency agreement (the “Second Placement Agency Agreement”) with Dawson James pursuant to which we engaged Dawson James as the placement agent for a registered public offering of 8,106,584 shares of our common stock at $0.55 per share or pre-funded warrants to purchase shares of our common stock (“Pre-Funded Warrants”) in lieu thereof at $0.549 per Pre-Funded Warrant, which is equal to the offering price per share of the common stock less the $0.001 per share exercise price of each Pre-Funded Warrant. In connection with this offering, we entered into a securities purchase agreement (the “Purchase Agreement”) with an institutional investor to purchase the common stock and Pre-Funded Warrants.

The Pre-Funded Warrants are immediately exercisable and terminate when exercised in full.

We sold 3,078,378 shares of our common stock and Pre-Funded Warrants to purchase 5,028,206 shares of our common stock pursuant to this offering. This offering resulted in gross proceeds to the Company of approximately $4.45 million before deducting placement agent fees and other estimated offering expenses payable by the Company.

As of the date of this filing all of the Pre-Funded Warrants have been exercised.

We paid a placement agent fee equal to 7.00% of the gross proceeds from the sale of the common stock and Pre-Funded Warrants in this Offering and reimburse the Placement Agent for certain out-of-pocket expenses not to exceed $125,000, including legal fees. In addition, we issued the Placement Agent warrants to purchase up to 405,329 shares of our common stock, which represented 5% of the aggregate number of securities sold in the Offering, with an exercise price of $0.6875 per share and exercisable commencing 6 months from the closing of the offering and for five years thereafter.

Debt Raise

On March 13, 2025, the Company entered into and consummated a note securities purchase agreement (the “Purchase Agreement”) with a single investor (the “Purchaser”) pursuant to which the Company sold, in a private placement (the “Offering”), to the Purchaser a promissory note with an aggregate principal amount of $3,000,000 (the “Note”) and 1,000,000 shares of Series G Mirroring Preferred Stock of the Company (the “Series G Preferred Stock”). The aggregate net proceeds to the Company are expected to be approximately $2,250,000 million, after deducting placement agent fees of $175,000 and legal expenses of $75,000.

The Note was issued with an original issue discount of 20%. No interest accrues on the Note unless and until an Event of Default (as defined in the Note) has occurred, upon which interest shall accrue at a rate of twenty percent (20.0%) per annum and shall be computed on the basis of a three hundred sixty (360)-day year and twelve (12) thirty (30)-day months and shall be payable on the maturity date. The Note matures upon the earlier of 120 days from the issuance date or the closing of any subsequent offering by the Company with net proceeds equal to or in excess of all amounts due under the Note. The Note contain certain Events of Default, including (i) the Company’s failure to pay any amount of principal, interest, redemption price or other amounts due under the Notes or any other transaction document, (ii) any default under, redemption of, or acceleration prior to maturity of any indebtedness of the Company, as such term is defined in the transaction documents, (iii) bankruptcy of the Company or its subsidiaries, (iv) a final judgement or judgements for the payment of money in excess of $250,000, which is not discharged or stayed pending appeal within 60 days, and (v) any breach or failure to comply with any provision of the Note or any other transaction document. Upon the occurrence of any Event of Default and at any time thereafter, the Purchaser shall have the right to exercise all of the remedies under the Note. The Note also provide for redemption upon a change of control, as such term is defined under the Notes and mandatory redemption upon the receipt of net proceeds from any offering of equity or debt by the Company.

In connection with the Offering, the Company filed a Certificate of Designation with the Secretary of State for the State of Florida (the “Certificate of Designation”) designating 1,000,000 shares out of the authorized but unissued shares of its preferred stock as Series G Preferred Stock. The following is a summary of the principal terms of the Series G Preferred Stock.

Dividends

No dividends shall be paid on shares of the Series G Preferred Stock.

Voting Rights

The rights and preferences of the Series G Preferred Stock are set forth in the Certificate of Designation filed with Secretary of State for the State of Florida, a copy of which is attached hereto as Exhibit 3.9. The Series G Preferred Stock has no voting rights, except as required by applicable law and except that each share of Series G Preferred Stock shall entitle the holder thereof to 1,000 votes per each share of Series G Preferred Stock solely and exclusively with respect to the Reverse Split Proposal, the Amendment Proposal and any Adjournment Proposal (as defined below), voting together with the Common Stock as a single class. The Purchaser has agreed to vote all of Purchaser’s shares of Series G Mirroring Preferred Stock on any proposal presented to the shareholders of the Corporation for purposes of approving the Reverse Split Proposal, the Amendment Proposal and the Adjournment Proposal and has agreed that such shares of Series G Mirroring Preferred Stock, shall, to the extent voted in favor of such proposals, be automatically and without further action of the Purchaser voted in the same proportions as shares of Common Stock (excluding any shares of Common Stock that are not voted) are voted on the Reverse Split Proposal, the Amendment Proposal and the Adjournment Proposal, as applicable. For the avoidance of doubt, and for illustrative purposes only, if 30% of the aggregate votes cast by Common Stock in connection with the Reverse Split Proposal are voted against such proposal and 70% of the aggregate votes cast by Common Stock are voted in favor thereof, then 30% of the votes cast by the shares of Series G Mirroring Preferred Stock voting in connection with the Reverse Split Proposal shall vote against the approval of the Reverse Split Proposal and 70% of such votes shall be cast in favor.

Liquidation

The Series G Preferred Stock shall rank junior to the Series F Preferred Stock. Upon any liquidation, dissolution or winding-up of the Corporation, whether voluntary or involuntary (a “Liquidation”), the Holders shall be entitled to receive out of the assets, whether capital or surplus, of the Corporation an amount equal to the Stated Value for each share of Series G Mirroring Preferred Stock before any distribution or payment shall be made to the holders of Common Stock but after any other class of stock than ranks senior to the Series G Mirroring Preferred Stock, including the Series F Preferred Stock, and if the assets of the Corporation shall be insufficient to pay in full such amounts, then the entire assets to be distributed to the Holders shall be ratably distributed among the Holders in accordance with the respective amounts that would be payable on such shares if all amounts payable thereon were paid in full. Each share of Series G Mirroring Preferred Stock shall have no par value and a stated value equal to $0.10.

Cancellation

Upon effectiveness of either the Reverse Split Proposal or the Proposal to Increase Authorized Shares, each share of Series G Preferred Stock shall be automatically transferred to the Company and cancelled for no consideration with no action on behalf of the holders of Series G Preferred Stock. Such shares shall resume the status of authorized but unissued preferred stock and will no longer be designated as Series G Mirroring Preferred Stock.

Preemptive Rights

No holders of Series G Preferred Stock will, as holders of Series G Preferred Stock, have any preemptive rights to purchase or subscribe for our Common Stock or any of our other securities.

Redemption

The Series G Preferred Stock are not redeemable by the Company.

Trading Market

There is no established trading market for any of the Series G Preferred Stock, and we do not expect a market to develop. We do not intend to apply for a listing for any of the Series G Preferred Stock on any securities exchange or other nationally recognized trading system. Without an active trading market, the liquidity of the Series G Preferred Stock will be limited.

The foregoing descriptions of the Certificate of Designation, the Purchase Agreement, the Note, the Lock-Up Agreements and the Placement Agency Agreement do not purport to be complete and are qualified in their entirety by reference to the full text of the Purchase Agreement, Notes, the Lock-Up Agreement and the Placement Agency Agreement, forms of which are attached hereto as Exhibits 3.9, 10.25, 10.26, 10.27 and 10.29, respectively and are each incorporated by reference herein.

The Company intends to use the net proceeds from the Offering for working capital and other general corporate purposes. Dawson James Securities, Inc. served as the placement agent in the Offering, pursuant to the terms of a placement agent agreement dated February 26, 2024. The Note and Series G Preferred Stock sold in the Offering were issued in a private placement under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”), and Regulation D promulgated thereunder and, have not been registered under the Act, or applicable state securities laws. Accordingly, the Note and Series G Preferred Stock may not be offered or sold in the United States except pursuant to an effective registration statement or an applicable exemption from the registration requirements of the Act and such applicable state securities laws.

Warrants

Outstanding and exercisable warrants as of December 31, 2024 are presented below:

 Schedule of Warrants Outstanding and Exercisable

We also had 1,139,705 pre-funded warrants outstanding at December 31, 2024 that were exercised in January of 2025.

All outstanding warrants are classified as equity on our Consolidated Balance Sheets.