(a) | Amount beneficially owned:
(i) Immediately following the execution of the Securities Purchase Agreement with the Issuer on June 17, 2025 (the "SPA") (as disclosed in the Form 8-K filed by the Issuer with the Securities and Exchange Commission on June 18, 2025), each of the Reporting Persons may have been deemed to have beneficial ownership of 1,319,016 shares of Common Stock, which consisted of (i) 1,310,000 shares of Common Stock to be issued to Intracoastal at the closing of the transaction contemplated by the SPA and (ii) 9,016 shares of Common Stock issuable upon exercise of a warrant to be issued to Intracoastal at the closing of the transaction contemplated by the SPA ("Intracoastal Warrant 1"), and all such shares of Common Stock represent beneficial ownership of approximately 9.99% of the Common Stock, based on (1) 11,884,356 shares of Common Stock outstanding as of June 10, 2025, as reported by the Issuer, plus (2) 1,310,000 shares of Common Stock to be issued to Intracoastal at the closing of the transaction contemplated by the SPA and (3) 9,016 shares of Common Stock issuable upon exercise of Intracoastal Warrant 1. The foregoing excludes (I) 3,680,984 shares of Common Stock issuable upon exercise of Intracoastal Warrant 1 because Intracoastal Warrant 1 contains a blocker provision under which the holder thereof does not have the right to exercise Intracoastal Warrant 1 to the extent (but only to the extent) that such exercise would result in beneficial ownership by the holder thereof, together with the holder's affiliates, and any other persons acting as a group together with the holder or any of the holder's affiliates, of more than 9.99% of the Common Stock and (II) 5,000,000 shares of Common Stock issuable upon exercise of a second warrant to be issued to Intracoastal at the closing of the transaction contemplated by the SPA ("Intracoastal Warrant 2") because Intracoastal Warrant 2 contains a blocker provision under which the holder thereof does not have the right to exercise Intracoastal Warrant 2 to the extent (but only to the extent) that such exercise would result in beneficial ownership by the holder thereof, together with the holder's affiliates, and any other persons acting as a group together with the holder or any of the holder's affiliates, of more than 9.99% of the Common Stock. Without such blocker provisions, each of the Reporting Persons may have been deemed to have beneficial ownership of 10,000,000 shares of Common Stock.
(ii) As of the close of business on June 20, 2025, each of the Reporting Persons may have been deemed to have beneficial ownership of 3,018,238 shares of Common Stock, which consisted of (i) 2,430,000 shares of Common Stock held by Intracoastal, (ii) 260,000 shares of Common Stock issuable upon exercise of Intracoastal Warrant 1 and (iii) 328,238 shares of Common Stock issuable upon exercise of Intracoastal Warrant 2, and all such shares of Common Stock represent beneficial ownership of approximately 9.99% of the Common Stock, based on (1) 11,884,356 shares of Common Stock outstanding as of June 10, 2025, as reported by the Issuer, plus (2) 14,310,000 shares of Common Stock issued at the closing of the transaction contemplated by the SPA, (3) 3,430,000 shares of Common Stock issued to Intracoastal upon exercise of Intracoastal Warrant 1, (4) 260,000 shares of Common Stock issuable upon exercise of Intracoastal Warrant 1 and (5) 328,238 shares of Common Stock issuable upon exercise of Intracoastal Warrant 2. The foregoing excludes 4,671,762 shares of Common Stock issuable upon exercise of Intracoastal Warrant 2 because Intracoastal Warrant 2 contains a blocker provision under which the holder thereof does not have the right to exercise Intracoastal Warrant 2 to the extent (but only to the extent) that such exercise would result in beneficial ownership by the holder thereof, together with the holder's affiliates, and any other persons acting as a group together with the holder or any of the holder's affiliates, of more than 9.99% of the Common Stock. Without such blocker provision, each of the Reporting Persons may have been deemed to have beneficial ownership of 7,690,000 shares of Common Stock. |