Material Agreement - Form 8-K

Item 1.01. Entry into a Material Definitive Agreement.

On April 19, 2024, the Company completed an $8,400,000 equity financing with European investors (the "Offering") of 2,100,000 units ("Units"), at a price of $4.00 per Unit, each Unit consisting of one share of common stock ("Shares") and a Warrant to purchase two Shares of common stock (the "Warrants"). The Warrants have an exercise price of $6.43, are exercisable by payment of the exercise price in cash only and expire April 19, 2029, five years from the date of issuance ("Warrants"). The Offering was made solely to investors resident outside the United States and was not registered under the Securities Act of 1933, as amended (the "Securities Act"), or the securities laws of any jurisdiction, including any jurisdiction outside the United States, but was made privately by the Company pursuant to the exemptions from registration provided in the SEC's Regulation S and other exemptions under the Securities Act.

The form of subscription agreement entered into with the investors in the Offering and the form of Warrant issued in the financing are filed as Exhibits with this Current Report. The foregoing descriptions of the terms of the Subscription Agreement or of the Warrant are not complete descriptions of these documents and are qualified in their entirety by the full text of each of such agreement, which are attached as Exhibits 10.32 and Exhibit 4.19, respectively, and incorporated by reference herein.