Filing Details

This Amendment No. 17 to Schedule 13D (this "Amendment") hereby amends and supplements Item 4 by adding the following thereto: "The disclosure set forth in Items 5 and 6 below is hereby incorporated by reference in this Item 4. On March 6, 2025, the Trust purchased from the Issuer the Convertible Note pursuant to the March 2025 Purchase Agreement (in each case as defined and further described in Item 6 below)."

This Amendment hereby amends and restates Item 5(a) in its entirety as follows: "The information set forth in Rows 7 through 13 of the cover page hereto for each of Mr. Schuler and the Trust is incorporated herein by reference. The percentage amount set forth in Row 13 for all cover pages filed herewith is calculated based upon the 17,675,022 Shares outstanding as of January 27, 2025, as reported by the Issuer in its Form S-1/A filed with the Securities and Exchange Commission (the "SEC") on February 11, 2025."

This Amendment hereby amends and restates Item 5(b) in its entirety as follows: "The information set forth in Rows 7 through 13 of the cover page hereto for each of Mr. Schuler and the Trust is incorporated herein by reference."

This Amendment hereby amends and restates Item 5(c) in its entirety as follows: "Neither Mr. Schuler nor the Trust has effected any transactions in the Shares during the 60 days prior to the date hereof."

This Amendment hereby amends and restates Item 5(d) in its entirety as follows: "The Trust has the power to direct the receipt of dividends relating to, or the disposition of the proceeds of the sale of, the Shares held by it and the Shares that it has the right to acquire upon the conversion of the Convertible Note and the exercise of 2022 Warrants and January 2024 Warrants. Mr. Schuler is the sole trustee of the Trust."

This Amendment hereby amends and restates Item 5(d) in its entirety as follows: "Not applicable."

This Amendment hereby amends and supplements Item 6 by adding the following thereto: "The disclosure set forth in Items 4 and 5 above is hereby incorporated by reference in this Item 6. March 2025 Purchase Agreement and Convertible Note On March 5, 2025, the Trust entered into a Securities Purchase Agreement, dated as of such date, among the Issuer, the Trust, and the other purchasers party thereto (the "March 2025 Purchase Agreement"), pursuant to which the Trust purchased from the Issuer the Convertible Note (as defined below). The March 2025 Purchase Agreement contained customary terms and conditions. The foregoing description of the March 2025 Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the form thereof attached hereto as Exhibit 16, which exhibit is hereby incorporated herein by reference. On March 6, 2025, pursuant to the March 2025 Purchase Agreement, the Trust purchased from the Issuer a Senior Secured Convertible Note due 2030 in the principal amount of $200,000 (the "Convertible Note"). Each $0.25 principal amount of the Convertible Note is convertible by its holder at any time prior to maturity into one "Phase 1 Unit," consisting of (i) one share of Common Stock and (ii) a warrant to purchase, on the terms set forth therein, 2.25 shares of Common Stock. The foregoing description of the Convertible Note does not purport to be complete and is qualified in its entirety by reference to the form thereof attached hereto as Exhibit 17, which exhibit is hereby incorporated herein by reference."

This Amendment hereby amends and supplements Item 7 by adding the following thereto: "There is filed herewith as Exhibit 16 the form of March 2025 Purchase Agreement. There is filed herewith as Exhibit 17 the form of Convertible Note."