| (1) |
Represents
an aggregate of 38,944,662 shares of Common Stock consisting of (i) 535,759 shares of Common Stock that the Registrant issued to
the Selling Stockholder under the Securities Purchase Agreement dated November 24, 2025 and (ii) 38,408,903 shares of Common Stock
issuable pursuant to the ELOC Purchase Agreement. |
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| (2) |
Represents
an aggregate of 4,687,500 shares of Common Stock issuable to the Selling Stockholder upon exercise of the November Common Stock Purchase
Warrants. |
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| (3) |
Represents
an aggregate of 4,151,741 shares of Common Stock issuable to the Selling Stockholder upon exercise of the November Pre-Funded Warrants. |
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| (4) |
Pursuant
to Rule 416 under the Securities Act, the shares of Common Stock being registered hereunder include such indeterminate number of
shares of Common Stock as may be issuable with respect to the shares of Common Stock being registered hereunder as a result of stock
splits, stock dividends or similar transactions. |
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| (5) |
Estimated
solely for the purpose of computing the registration fee pursuant to Rule 457(c) under the Securities Act, based on the average of
the high and low price per share of the Registrant’s Common Stock as reported on the NYSE American on December 4, 2025. |
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| (6) |
Represents
an aggregate of 187,500 shares of Common Stock issuable to the Selling Stockholder upon exercise of the November Placement Agent
Warrants. |
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| (7) |
Represents
an aggregate of 3,840,890 shares of Common Stock issuable to the Selling Stockholder upon exercise of the ELOC Warrants. |