| (1) |
Pursuant
to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement
shall also cover any additional shares of the Registrant’s common stock that become issuable under the Registrant’s 2022
Omnibus Equity Incentive Plan (the “2022 Plan”) in respect of the securities identified in the above table by
reason of any stock dividend, stock split, recapitalization, or other similar transaction effected without the Registrant’s
receipt of consideration that increases the number of the outstanding shares of the Registrant’s common stock. In addition,
pursuant to Rule 416(c) under the Securities Act, this registration statement also covers an indeterminate amount of interests to
be offered or sold pursuant to the employee benefit plan(s) described herein, as these amounts may be adjusted as a result of stock
splits, stock dividends, antidilution provisions, and similar transactions. |
| (2) |
Pursuant
to Rules 457(c) and (h) under the Securities Act, the proposed maximum offering price per share and the proposed maximum aggregate
offering price are estimated for the purpose of calculating the amount of the registration fee and are based on the average of the
high and low sales price, $0.90 and $0.71, respectively, of the Registrant’s common stock as reported on the Nasdaq Capital
Market on November 14, 2025. |