| Notes Payable | 5. Notes
Payable St.
Mary’s During August 2022, in connection with
the purchase of the St. Mary’s property in Georgia, the Company entered into a promissory note in the amount of $148,300 (“St.
Mary’s Note”). This note has a term of one (1) year, provided for payments of interest only at a rate of nine and three quarters
percent (9.75%) per annum. During August 2023, such note was extended for a one-year period. During March 2024, the note was modified
and the principal amount was increased to $200,000. LV
Note On
March 31, 2023, LV Peninsula Holding LLC (“LV Peninsula”), a Texas limited liability company and wholly owned subsidiary
of the Company, pursuant to a Loan Agreement, dated March 30, 2023 (the “Loan Agreement”), issued a promissory note, in the
principal amount of $5,000,000 (the “LV Note”), secured by a Deed of Trust and Security Agreement, dated March 30, 2023 (the
“Deed of Trust”) on the Lake Travis project site in Lago Vista, Texas, a related Assignment of Contract Rights, dated March
30, 2023 (“Assignment of Rights”), on the Company’s project site in Lago Vista, Texas and McLean site in Durant, Oklahoma
and a Mortgage, dated March 30, 2023 (“Mortgage”), on the Company’s site in Durant, Oklahoma. The proceeds of the LV Note were used
to pay off prior notes. The LV Note originally required monthly installments of interest only and bore interest at the prime rate as published
in the Wall Street Journal plus five and 50/100 percent (5.50%), provided that in no event would the interest rate be less than a floor
rate of 13.5%. The LV Peninsula obligations under the LV Note have been guaranteed by the Company pursuant to a Guaranty, dated March
30, 2023 (the “Guaranty”), and could be prepaid by LV Peninsula at any time without interest or penalty. The Company incurred
$406,825 of debt issuance costs and remitted $675,000 in prepaid interest in connection with the LV Note. The LV Note had an original
maturity date of April 1, 2024. On April 3, 2024, LV Holding, entered
into a Modification and Extension Agreement, effective as of April 1, 2024 (the “Extension Agreement”), to extend to April
1, 2025 the maturity date of the LV Note. As consideration for the Extension Agreement, LV Holding agreed to pay an extension fee of $50,000.
Additionally, the Extension Agreement provides for the LV Note’s interest rate to be increased to a fixed rate of 17.00%. In addition,
pursuant to a loan agreement dated April 3, 2024 (the “2nd Lien Loan Agreement”), LV Holding issued a promissory note, in
the principal amount of $1,000,000 (the “2nd Lien Note”), secured by a revised Deed of Trust and Security Agreement, dated
April 3, 2024 (the “Revised Deed of Trust”) on the Company’s Lago Vista site, and a Modification to Real Estate Mortgage,
dated April 3, 2024 (“Mortgage Modification”), to the mortgage, dated March 30, 2023, on the Company’s McLean site in
Durant, Oklahoma. The 2nd Lien Note is subordinate to the LV Note. The 2nd Lien Note requires monthly installments of interest only, is
due in full on April 1, 2025, bears interest at fixed rate of 17.00% and may be prepaid by LV Holding at any time without interest or
penalty. LV Holding’s obligations under the 2nd Lien Note have been guaranteed by the Company pursuant to a Guaranty, dated April
3, 2024. Parent On
August 9, 2023, Parent and the Company entered into a Note Cancellation Agreement, effective as of July 1, 2023, pursuant to which Parent
cancelled and forgave the remaining balance then due on that certain promissory note, dated December 19, 2021, made by the Company in
favor of Parent in the original principal amount of $4,200,000. BCV On
June 23, 2023, the Company entered into a Loan Agreement (the “BCV Loan Agreement”) with a Luxembourg-based specialized investment
fund, BCV S&G DevCorp (“BCV S&G”), for up to $2,000,000 in proceeds, under which it initially received $1,250,000.
The Loan Agreement provides that the loan provided thereunder will bear interest at 14% per annum and mature on December 1, 2024. The
loan may be repaid by the Company at any time following the twelve-month anniversary of its issue date. The loan is secured by 1,999,999
(100,000 as adjusted for the Stock Split) of Parent’s shares of the Company’s common stock (the “Pledged Shares”),
which were pledged pursuant to an escrow agreement (the “Escrow Agreement”) with the Company’s transfer agent. The
fees associated with the issuance include $70,000 paid to BCV S&G for the creation of the BCV Loan Agreement and $27,500 payable
to BCV S&G per annum for maintaining the BCV Loan Agreement. Additionally, $37,500 in broker fees was paid to Bridgeline Capital
Partners S.A. on the principal amount raised of $1,250,000. The Company has paid $55,000 in debt issuance costs. The BCV Loan Agreement
further provided that if the Company’s shares of common stock were not listed on The Nasdaq Stock Market before August 30, 2023
or if following such listing the total market value of the Pledged Shares fell below twice the face value of the loan, the loan would
be further secured by the Company’s St. Mary’s industrial site, consisting of 29.66 acres and a proposed manufacturing facility
in St. Mary’s, Georgia (the “St. Mary’s Site”). On
August 16, 2023, the Company secured an additional $500,000 in bridge funding from BCV S&G under the BCV Loan Agreement. On
August 25, 2023, the Company and BCV S&G amended the BCV Loan Agreement (“Amendment No. 1”) to change the date upon which
the Company’s shares must be listed on The Nasdaq Stock Market from August 30, 2023 to September 15, 2023. According to Amendment
No. 1, if the Company’s shares of common stock were not listed on The Nasdaq Stock Market before September 15, 2023 or if following
such listing the total market value of the Pledged Shares fell below twice the face value of the loan, the loan would be further secured
by a security interest in the St. Mary’s Site. On September 11, 2023, the Company
and BCV S&G amended the BCV Loan Agreement (“Amendment No. 2”) to change the date upon which the Company’s shares
must be listed on The Nasdaq Stock Market from September 15, 2023 to September 30, 2023. According to Amendment No. 2, if the Company’s
shares of common stock were not listed on The Nasdaq Stock Market before September 30, 2023 or if following such listing the total market
value of the Pledged Shares fell below twice the face value of the loan, the loan would be further secured by a security interest in the
St. Mary’s Site. Following the listing, the total market value of the Pledged Shares fell below twice the face value of the loan
and this condition has since been waived by BCV. Peak On November 30, 2023, the Company entered
into a Securities Purchase Agreement, dated November 30, 2023 (the “Purchase Agreement”) with Peak One Opportunity Fund, L.P.
(“Peak One”), pursuant to which the Company agreed to issue, in a private placement offering consisting of two tranches, two
debentures to Peak One in the aggregate principal amount of $1,200,000. The closing of the first tranche was
consummated on November 30, 2023 and the Company issued an 8% convertible debenture in principal amount of $700,000 (the “First
2023 Debenture”) to Peak One and a warrant (the “First 2023 Warrant”) to purchase up to 350,000 shares of the Company’s
common stock (17,500 as adjusted for the Stock Split), to Peak One’s designee as described in the Purchase Agreement. The First
2023 Debenture was sold to Peak One for a purchase price of $630,000, representing an original issue discount of ten percent (10%). In
connection with the offering, the Company paid $17,500 as a non-accountable fee to Peak One to cover its accounting fees, legal fees and
other transactional and issued to Peak One and its designee an aggregate total of 100,000 shares of its restricted common stock (5,000
as adjusted for the Stock Split) as commitment shares. The First 2023 Debenture had a maturity
date twelve months from its date of issuance and bore interest at a rate of 8% per annum payable on the maturity date. The First 2023
Debenture was convertible, at the option of the holder, at any time, into such number of shares of common stock of the Company equal to
the principal amount of the First 2023 Debenture plus all accrued and unpaid interest at a conversion price equal to $2.14 ($42.80 as
adjusted for the Stock Split), subject to adjustment for any stock splits, stock dividends, recapitalizations and similar events, as well
as anti-dilution price protection provisions that are subject to a floor price of $0.39 ($7.80 as adjusted for the Stock Split). The First 2023 Warrant’s
expiration date was five years from its date of issuance. The First 2023 Warrant was exercisable, at the option of the holder, at
any time, for up to 350,000 of shares of common stock (17,500 as adjusted for the Stock Split) of the Company at an exercise price
equal to $2.53 ($50.60 as adjusted for the Stock Split), subject to adjustment for any stock splits, stock dividends,
recapitalizations, and similar events, as well as anti-dilution price protection provisions that are subject to a floor price of
$0.39 ($7.80 as adjusted for the Stock Split). The First 2023 Warrant provided for cashless exercise under certain
circumstances. Under
the Purchase Agreement, a closing of the second tranche could occur subject to the mutual written agreement of Peak One and the Company
and satisfaction of the closing conditions set forth in the Purchase Agreement at any time after January 29, 2024, upon which the Company
would issue and sell to Peak One on the same terms and conditions a second 8% convertible debenture in the principal amount $500,000. In connection with the Purchase Agreement,
the Company incurred a total of $75,393 in debt issuance costs. In addition, the initial fair value of the First 2023 Warrant amounted
to $294,438 and the fair value of the commitment shares amounted to $195,000, both of which have been recorded as a debt discount
and will be amortized over the effective rate method. During the nine months ended September
30, 2024 the balance of $700,000 from the First 2023 Debenture was converted into 998,905 shares of common stock (49,945 as adjusted for
the Stock Split) and the Company issued 305,831 shares of the Company’s common stock (15,292 as adjusted for the Stock Split)
in connection with the exercise, in full of the First 2023 Warrant, on a cashless basis. The conversion was within the terms of the agreement
and there was no gain or loss recognized. On
February 15, 2024, the Company entered into an amendment (the “Amendment”) to the Purchase Agreement with Peak One. The Amendment provided that the second
tranche be separated into two tranches (the second and third tranche) wherein which the Company would issue in each tranche an 8% convertible
debenture in the principal amount of $250,000 at a purchase price of $225,000 (representing an original issue discount of ten percent
(10%) with the same terms as the First 2023 Debenture). In addition, the Amendment provided that the Company would issue (i) 35,000
shares of its Common Stock (1,750 as adjusted for the Stock Split) on the closing of each of the second tranche and the third tranche
as a commitment fee in connection with the issuance of the Second 2023 Debenture and the Third 2023 Debenture, respectively; (ii) a common
stock purchase warrant (with the same terms as the First 2023 Warrant) for the purchase of 125,000 shares of common stock (6,250 as adjusted
for the Stock Split) on the closing of each of the second tranche and the third tranche; and (iii) pay $6,500 of Peak One’s non-accountable
fees in connection with each of the second tranche and the third tranche. The
closing of the second tranche was consummated on February 16, 2024. In connection with the second tranche, the Company incurred a total
of $20,000 in debt issuance costs. In addition, the initial fair value of the warrant issued at the February 2024 closing of the
second tranche amounted to $60,030 and the fair value of the commitment shares issued at the February 2024 closing of the second
tranche amounted to $28,350, both of which have been recorded as a debt discount and will be amortized over the effective rate method. The closing of the third tranche was
consummated on March 20, 2024. In connection with the third tranche, the Company incurred a total of $20,000 in debt issuance costs.
In addition, the initial fair value of the warrant issued at the March 2024 closing of the third tranche amounted to $64,333 and
the fair value of the commitment shares issued at the March 2024 closing of the third tranche amounted to $30,800, both of which were
recorded as a debt discount and were amortized over the effective rate method. On
April 29, 2024, the Company entered into a Securities Purchase Agreement, dated April 29, 2024 (the “April 2024 Purchase Agreement”)
with Peak One, pursuant to which the Company agreed to issue, in a private placement offering upon the satisfaction of certain conditions
specified in the April 2024 Purchase Agreement, three Debentures to Peak One in the aggregate principal amount of $1,200,000. The closing
of the first tranche was consummated on April 29, 2024 and the Company issued an 8% convertible debenture in principal amount of $350,000
(the “First 2024 Debenture”) to Peak One and a warrant (the “First 2024 Warrant”) to purchase up to 262,500 shares
of the Company’s common stock (13,125 as adjusted for the Stock Split), to Peak One’s designee as described in the April
2024 Purchase Agreement. The First 2024 Debenture was sold to Peak One for a purchase price of $315,000, representing an original issue
discount of ten percent (10%). In connection with the closing of the first tranche, the Company paid $10,000 as a non-accountable fee
to Peak One to cover its accounting fees, legal fees and other transactional costs and issued to Peak One and its designee an aggregate
total of 80,000 shares of its restricted common stock (4,000 as adjusted for the Stock Split) as commitment shares. The First 2024 Debenture had a maturity
date of twelve months from its date of issuance and bore interest at a rate of 8% per annum payable on the maturity date. The First 2024
Debenture was convertible, at the option of the holder, at any time, into such number of shares of common stock of the Company equal
to the principal amount of the First 2024 Debenture plus all accrued and unpaid interest at a conversion price equal to $0.70 ($14 as
adjusted for the Stock Split), subject to adjustment for any stock splits, stock dividends, recapitalizations and similar events, as
well as anti-dilution price protection provisions that are subject to a floor price of $0.165 ($3.30 as adjusted for the Stock Split). The First 2024 Warrant’s expiration
date was five years from its date of issuance. The First 2024 Warrant was exercisable, at the option of the holder, at any time, for up
to 262,500 of shares of common stock (13,125 as adjusted for the Stock Split) of the Company at an exercise price equal to $0.76 ($15.20
as adjusted for the Stock Split), subject to adjustment for any stock splits, stock dividends, recapitalizations, and similar events,
as well as anti-dilution price protection provisions that are subject to a floor price of $0.165 ($3.30 as adjusted for the Stock Split).
The First 2024 Warrant provided for cashless exercise under certain circumstances. On
May 24, 2024, the Company closed the second tranche of its private placement offering under the April 2024, Purchase Agreement pursuant
to which the Company issued an 8% convertible debenture in principal amount of $350,000 (the “Second 2024 Debenture”) to
Peak One and a warrant (the “Second 2024 Warrant”) to purchase up to 262,500 shares of the Company’s common stock (13,125
as adjusted for the Stock Split) to Peak One’s designee as described in the Purchase Agreement. The Second 2024 Debenture was sold
to Peak One for a purchase price of $315,000, representing an original issue discount of ten percent (10%). The Second Debenture had
a maturity of twelve months from its date of issuance and bore interest at a rate of 8% per annum payable on the maturity date. The Second
2024 Debenture was convertible, at the option of the holder, at any time, into such number of shares of Common Stock of the Company equal
to the principal amount of the Second 2024 Debenture plus all accrued and unpaid interest at a conversion price equal to $0.60 ($12 as
adjusted for the Stock Split), subject to adjustment for any stock splits, stock dividends, recapitalizations and similar events, as
well as anti-dilution price protection provisions that are subject to a floor price of $0.165 ($3.30 as adjusted for the Stock Split).
In connection with the closing of the second tranche, the Company paid $10,000 as a non-accountable fee to Peak One to cover its accounting
fees, legal fees and other transactional costs and issued to Peak One and its designee an aggregate total of 80,000 shares of its restricted
Common Stock (4,000 as adjusted for the Stock Split) as commitment shares as described in the Purchase Agreement. The Second 2024 Warrant’s expiration
date was five years from its date of issuance. The Second 2024 Warrant was exercisable, at the option of the holder, at any time, for
up to 262,500 of shares of Common Stock (13,125 as adjusted for the Stock Split) of the Company at an exercise price equal to $0.65 ($13
as adjusted for the Stock Split), subject to adjustment for any stock splits, stock dividends, recapitalizations, and similar events,
as well as anti-dilution price protection provisions that are subject to a floor price as set forth in the Second 2024 Warrant. The Second
2024 Warrant provided for cashless exercise under certain circumstances. In connection with the First 2024 Debenture
and the Second 2024 Debenture the Company incurred $96,491 in debt issuance costs. In addition, the initial fair value of the warrants
issued amounted to $188,074 and the fair value of the commitment shares issued amounted to $90,232, both of which were recorded as
a debt discount and were amortized over the effective rate method. During the nine months ended September
30, 2024, $700,000 from the debentures entered into during 2024 were converted into 1,500,447 shares of common stock (75,022 as adjusted
for the Stock Split) within the terms of the original agreement, and there was no gain or loss recognized. On
August 13, 2024 the Company exercised its option to repay Peak One at a 10% premium pursuant to Section 2(b)(i) of the Peak Debentures.
The investor and the Company agreed that the outstanding principal was currently $500,000 with accrued interest of $17,911 for a total
repayment of $569,702. As of September 30, 2024 there was
no outstanding balance on the debentures. Leighton On March 1, 2024, the Company entered
into a credit agreement with the Bryan Leighton Revocable Trust Dated December 13, 2023 (the “Lender”) pursuant to which the
Lender agreed to provide the Company with a line of credit facility (the “Line of Credit”) up to the maximum amount of $250,000
from which the Company may draw down, at any time and from time to time, during the term of the Line of Credit. The “Maturity Date
“of the Line of Credit is September 1, 2024. At any time prior to the Maturity Date, upon mutual written consent of the Company
and the Lender, the Maturity Date may be extended for up to an additional six-month period. The advanced and unpaid principal of the Line
of Credit from time to time outstanding will bear interest at a fixed rate per annum equal to 12.0% (the “Fixed Rate”). On
the first day of each month, the Company will pay to the Lender interest, in arrears, on the aggregate outstanding principal indebtedness
of the Line of Credit at the Fixed Rate. The entire principal indebtedness of the Line of Credit and any accrued interest thereon will
be due and payable on the Maturity Date. In consideration for the Line of Credit, on March 1, 2024, the Company issued 154,320 shares
of the Company’s restricted common stock (7,716 as adjusted for the Stock Split) to Lender. The fair value of the shares issued
to Lender amounted to $125,000 and has been recorded as a debt discount and will be amortized over the effective rate method. During
the nine months ended September 30, 2024, the Company drew down $250,000 from the Line of Credit. 1800
Diagonal On July 10, 2024, the Company issued
a promissory note (the “1800 Diagonal Note”) in favor of 1800 Diagonal Lending LLC (“1800 Diagonal”)
in the principal amount of $64,400 for a purchase price of $56,000, representing an original issue discount of $8,400. Under the terms
of the 1800 Diagonal Note, beginning on August 15, 2024, the Company is required to make nine monthly payments
of accrued, unpaid interest and outstanding principal, subject to adjustment, in the amount of $8,086. The Company has the right to accelerate
payments or prepay in full at any time with no prepayment penalty. In connection with the 1800 Diagonal Note, the Company incurred $11,000
in debt issuance costs. On July 24, 2024, the Company
issued a promissory note (the “Second 1800 Diagonal Note”) in favor of 1800 Diagonal in the
principal amount of $49,000 for a purchase price of $40,000, representing an original issue discount of $9,000. Under the terms of
the Second 1800 Diagonal Note, beginning on August 30, 2024, the Company is required to
make nine monthly payments of accrued, unpaid interest and outstanding principal, subject to adjustment, in the
amount of $6,261. The Company has the right to accelerate payments or prepay in full at any time with no prepayment penalty. In
connection with the Second 1800 Diagonal Note, the Company incurred $10,000 in debt issuance costs. On September 6, 2024, the Company issued
a promissory note (the “Third 1800 Diagonal Note”) in favor of 1800 Diagonal in the principal amount of
$49,000 for a purchase price of $40,000, representing an original issue discount of $9,000. Under the terms of the Second 1800 Diagonal Note,
beginning on October 9, 2024, the Company is required to make payments of accrued, unpaid interest and outstanding principal, subject
to adjustment, in the amount of $7,044, with $42,263 being due during October 2024. The Company has the right to accelerate payments or
prepay in full at any time with no prepayment penalty. In connection with the Third 1800 Diagonal Note, the Company incurred $10,000 in
debt issuance costs. Cedar On
September 17, 2024, the Company entered into a Cash Advance Agreement (the “Cash Advance Agreement”) with Cedar Advance LLC
(“Cedar”) pursuant to which the Company sold to Cedar $40,470 of its future receivables for a purchase price of
$28,500, less underwriting fees and expenses paid and the repayment of prior amounts due Cedar, for net funds provided of $25,000. Pursuant
to the Cash Advance Agreement, Cedar is expected to withdraw $1,500 a week directly from the Company until the $40,470 due
to Cedar is paid in full. In the event of a default (as defined in the Cash Advance Agreement), Cedar, among other remedies, can demand
payment in full of all amounts remaining due under the Cash Advance Agreement. Arena On August 12, 2024, the Company entered
into a Securities Purchase Agreement, dated August 12, 2024 (the “Arena Purchase Agreement”) with the purchasers named therein
(“Arena Investors”) related to a private placement of up to five tranches of secured convertible debentures after satisfaction
of certain conditions specified in the Arena Purchase Agreement in the aggregate principal amount of $10,277,777 (the “Arena Debentures”)
together with warrants to purchase a number of shares of the Company’s common stock equal to 20% of the total principal amount of
the Arena Debentures sold divided by 92.5% of the lowest daily VWAP (as defined in the Arena Purchase Agreement) for the Company’s
common stock during the ten consecutive trading day period preceding the respective closing dates (the “Arena Warrants”). The closing of the first tranche was
consummated on August 12, 2024 (the “First Closing Date”) and the Company issued to the Arena Investors 10% original issue
discount secured convertible debentures in the aggregate principal amount of $1,388,889 (the “First Closing Arena Debentures”)
and warrants (the “First Closing Arena Warrants”) to purchase up to and aggregate of 1,299,242 shares of the Company’s
common stock (64,962 as adjusted for the Stock Split). The First Closing Arena Debentures were sold to Arena Investors for a purchase
price of $1,250,000, representing an original issue discount of ten percent (10%). In connection with the closing, the Company incurred
$175,000 of debt issuance costs. In connection with the closing of the first tranche, we reimbursed the Debenture Selling Stockholders
$55,000 for their legal fees and expenses In addition, the initial fair value of the First Closing Arena Warrants, as described below,
amounted to $214,267 and has been recorded as a debt discount and will be amortized over the effective rate method. Each First Closing Arena Debenture
matures eighteen months from its date of issuance and bears interest at a rate of 10% per annum paid-in-kind (“PIK Interest”)
unless there is an event of default under the applicable First Closing Arena Debenture. The PIK Interest shall be added to the outstanding
principal amount of the applicable First Closing Arena Debenture on a monthly basis as additional principal obligations thereunder for
all purposes thereof (including the accrual of interest thereon at the rates applicable to the principal amount generally). Each First
Closing Arena Debenture is convertible, at the option of the holder, at any time, into such number of shares of the Company’s common
stock equal to the principal amount of such First Closing Arena Debenture plus all accrued and unpaid interest at a conversion price equal
to the lesser of (i) $0.279 ($5.58 as adjusted for the Stock Split), and (ii) 92.5% of lowest daily volume weighted average price (VWAP)
of our common stock during the ten trading day period ending on such conversion date, subject to adjustment for any stock splits, stock
dividends, recapitalizations and similar events, as well as anti-dilution price protection provisions, and subject to a floor price of
$0.045 ($0.90 as adjusted for the Stock Split) (subject to proportional adjustment for stock splits). The
First Closing Arena Debentures are redeemable by the Company at a redemption price equal to 115% of the sum of the principal amount to
be redeemed plus accrued interest, if any. While the First Closing Arena Debentures are outstanding, if the Company or any of its subsidiaries
receives cash proceeds from the issuance of equity or indebtedness (other than the issuance of additional secured convertible debentures
as contemplated by the Arena Purchase Agreement), in one or more financing transactions, whether publicly offered or privately arranged
(including, without limitation, pursuant to the Arena ELOC (as defined below), the Company shall, within two (2) business days of Company’s
receipt of such proceeds, inform the holder of such receipt, following which the holder shall have the right in its sole discretion to
require the Company to immediately apply up to 20% of all proceeds received by the Company to repay the outstanding amounts owed under
the First Closing Arena Debentures. The
First Closing Arena Debentures contain customary events of default. Upon the occurrence and during the continuance of an event of default
under the applicable First Closing Arena Debenture, interest shall accrue on the outstanding principal amount of such First Closing Debenture
at the rate of two percent (2%) per month and such default interest shall be due and payable monthly in arrears in cash on the first
of each month following the occurrence of any event of default for default interest accrued through the last day of the prior month.
If an event of default occurs, the holder may accelerate the full indebtedness under the applicable First Closing Arena Debenture, in
an amount equal to 150% of the outstanding principal amount plus 100% of accrued and unpaid interest. Subject to limited exceptions set
forth in the First Closing Arena Debentures, the First Closing Arena Debentures prohibit us and, as applicable, our subsidiaries from
incurring any new indebtedness that is not subordinated to our and, as applicable, any subsidiary’s obligations in respect of the
First Closing Debentures until the First Closing Debentures are paid in full. The First Closing Arena Warrants expire
five years from its date of issuance. The First Closing Arena Warrants are exercisable, at the option of the holder, at any time, for
up to 1,299,242 of shares of the Company’s common stock (64,962 as adjusted for the Stock Split) at an exercise price equal to $0.279
($5.58 as adjusted for the Stock Split), subject to adjustment for any stock splits, stock dividends, recapitalizations, and similar events,
as well as anti-dilution price protection provisions that are subject to a floor price as set forth in the First Closing Arena Warrants.
The First Closing Arena Warrants provide for cashless exercise under certain circumstances. We entered
into a Registration Rights Agreement, dated August 12, 2024 (the “First Closing RRA”), with the Arena Investors where we agreed
to file with the SEC an initial registration statement within 30 days to register the maximum number of Registrable Securities (as defined
in the First Closing RRA) issuable under the First Closing Arena Debentures and the First Closing Arena Warrants as shall be permitted
to be included thereon in accordance with applicable SEC rules. We have filed a registration statement registering the securities issuable
upon conversion or exercise of the First Closing Arena Debentures and First Closing Arena Warrants, in order to satisfy our obligations
under the First Closing RRA, and such registration statement was declared effective by the SEC on September 30, 2024. In the event the
number of shares available under such registration statement is insufficient to cover the securities issuable upon conversion or exercise
of the First Closing Arena Debentures or First Closing Arena Warrants, we are obligated to file one or more new registration statements
until such time as all securities issuable upon conversion or exercise of the First Closing Arena Debentures or First Closing Arena Warrants
have been included in registration statements that have been declared effective and the prospectus contained therein is available for
use by the Arena Investprs. Under the Arena Purchase Agreement,
a closing of the second, third, fourth or fifth tranche together (the “Additional Tranches” may occur subject to the mutual
written agreement of Arena Investors and the Company and satisfaction of the closing conditions set forth in the Purchase Agreement on
the later (y) the fifth trading day following the First, Second, Third or Fourth Registration Statement Effectiveness Date (or if such
day is not a trading day, on the next succeeding trading day) and (z) such date as the outstanding principal balance of the prior Arena
Debenture issued is less than $100,000.00, unless the parties mutually agree in writing to consummate the second, third, fourth or fifth
closing on a different date, upon which the Company would issue and sell to Arena Investors on the same terms and conditions a second,
third, fourth or fifth 10% original issue discount secured convertible debentures each in the principal amount of $2,222,222 (the “Additional
Closing Arena Debentures”) and a warrant (the “Additional Closing Warrants”) to purchase a number of shares of the Company’s
common stock equal to 20% of the total principal amount of the Additional Closing Arena Debentures divided by 92.5% of the lowest daily
VWAP (as defined in the Purchase Agreement) for the common stock during the ten consecutive trading day period ended on the last trading
day immediately preceding the closing of the additional tranches, provided the additional Closings are also contingent on the satisfaction
of the following additional condition, unless waived mutually by the parties: the median daily turnover of the Company’s common
stock on its principal trading market for the thirty consecutive trading day period ended as of the last trading day immediately preceding
the date of the proposed Closing must be greater than $200,000. The Additional Closing Arena Debentures
would be sold to Arena Investors each for a purchase price of $2,000,000, representing an original issue discoun |
