10.  Subsequent Events

As previously disclosed by the Company, on June 28, 2023, the Company entered into the PIPE Purchase Agreement with an institutional investor (the “Warrant Holder”), pursuant to which, among other things, the Company issued to the Warrant Holder in a private placement on June 30, 2023: (i) a Series A Common Stock Purchase Warrant (the “PIPE Series A Warrant”) to purchase up to 1,366,829 shares of Common Stock, and (ii) a Series B Common Stock Purchase Warrant to purchase up to 1,366,829 shares of Common Stock (the “PIPE Series B Warrant”). Also as previously disclosed by the Company, on June 28, 2023, the Company entered into the Registered Direct Purchase Agreement with the Warrant Holder, pursuant to which, among other things, the Company issued to the Warrant Holder in a private placement conducted concurrently with a registered direct offering on June 30, 2023: (i) a Series A Common Stock Purchase Warrant to purchase up to 578,697 shares of Common Stock (the “RD Series A Warrant” and, together with the PIPE Series A Warrant, the “Series A Warrants”), and (ii) a Series B Common Stock Purchase Warrant to purchase up to 578,697 shares of Common Stock (the “RD Series B Warrant” and, together with the PIPE Series B Warrant, the “Series B Warrants” and the Series B Warrants, together with the Series A Warrants, the “Warrants”).

On October 17, 2023, the Company entered into an exchange agreement with the Warrant Holder (the “Exchange Agreement”) relating to the repurchase of the Series B Warrants in exchange for a cash payment of $1,250,000.00 and the treatment of the Series A Warrants in the event the Company executes a definitive agreement (the “Definitive Agreement”) pursuant to which (i) the Company, directly or indirectly, in one or more related transactions agrees to effect any merger or consolidation of the Company with or into another person (excluding a merger effected solely to change the Company’s name or domiciliation), (ii) the Company (or any subsidiary), directly or indirectly, agrees to effect any sale, lease, exclusive license, assignment, transfer, conveyance or other disposition of all or substantially all of the Company’s assets in one or a series of related transactions, (iii) any direct or indirect purchase offer, tender offer or exchange offer (whether by the Company or another person) will be effected pursuant to which holders of Common Stock are permitted to sell, tender or exchange their shares for other securities, cash or property and has been accepted by the holders of more than 50% of the outstanding Common Stock or more than 50% of the voting power of the common equity of the Company, (iv) the Company, directly or indirectly, in one or more related transactions effects any reclassification, reorganization or recapitalization of the Common Stock or any compulsory share exchange pursuant to which the Common Stock is effectively converted into or exchanged for other securities, cash or property (excluding a stock split), or (v) the Company, directly or indirectly, in one or more related transactions agrees to consummate a stock or share purchase agreement or other business combination (including, without limitation, a reorganization, recapitalization, spin-off, merger or scheme of arrangement) with another person or group of persons whereby such other person or group acquires more than 50% of the outstanding shares of Common Stock or more than 50% of the voting power of the common equity of the Company.

Pursuant to the Exchange Agreement, the Company agreed that, effective as of the date the Company executes a Definitive Agreement (the “Execution Date”), in reliance upon the exemption from securities registration afforded by Section 3(a)(9) of the Securities Act, the Company will exchange all of the Series A Warrants then-held by the Warrant Holder for a new Series A-1 Common Stock Purchase Warrant (the “New Warrant”) to purchase such number of shares of Common Stock as is equal to the product of 110% multiplied by the aggregate number of shares of Common Stock that are then-exercisable pursuant to the Series A Warrants then-held by the Warrant Holder (if any).

The New Warrant will have the same $2.32 per share exercise price of the Series A Warrants (subject to adjustment for recapitalizations, stock splits and similar transactions), will be exercisable commencing on the date of the closing of the transaction contemplated by the Definitive Agreement, and will expire on January 2, 2029, the same date as the expiration date of the Series A Warrants.