Certificate of Incorporation/Bylaws - Form 8-K

Item 1.01. Entry into a Material Definitive Agreement.

As previously disclosed, on February 14, 2024, the Company entered into a securities purchase agreement (the "Original Agreement") with an investor (the "Investor"), pursuant to which the Investor purchased 500 shares of Series A Preferred Stock of the Company for an aggregate purchase price of $2.0 million. On March 27, 2024, the Company and the Investor entered into an Amended and Restated Securities Purchase Agreement, pursuant to which the parties amended and restated the Original Agreement and the Investor agreed to purchase 600 shares of Series A-1 Preferred Stock of the Company for an aggregate purchase price of $6.0 million.

The shares of Series A-1 Preferred Stock will be convertible into a total of 600,000 shares of the Company's common stock at the election of the holder. The Series A-1 Preferred Stock will be subject to a call right providing the Company the right to call the stock if the volume weighted average price of the common stock for the 20 days prior to delivery of the call notice is greater than $5.00 per share and there is an effective resale registration statement on file covering the underlying common stock. The Series A-1 Preferred Stock will be non-voting, will have no mandatory redemption, and will carry an annual 5% cumulative dividend, increasing by 2% each year, but which in no event shall exceed 15% per annum. The Company also agreed that so long as the Series A-1 Preferred Stock is outstanding, the Company will not, without the written consent of the holders of 50.1% of the Series A-1 Preferred Stock, amend, alter, or repeal any provision of the Company's certificate of incorporation or bylaws in a manner adverse to the Series A-1 Preferred Stock.

The Series A-1 Preferred Stock is being sold in a transaction exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended. The Investor is an entity associated with Dr. Manmohan Patel, an existing investor in the Company and beneficial owner of more than 5% of the Company's common stock.