| (a) | Name of person filing:
This statement is being filed by (i) Iroquois Capital Management LLC, a Delaware limited liability company ("Iroquois"), (ii) Richard Abbe, and (iii) Kimberly Page ("Mr. Abbe" and "Ms. Page," together with Iroquois, the "Reporting Persons").
Mr. Abbe shares authority and responsibility for the investments made on behalf of Iroquois Master Fund Ltd. ("IMF") with Ms. Kimberly Page, each of whom is a director of IMF. As such, Mr. Abbe and Ms. Page may each be deemed to be the beneficial owner of all shares of Common Stock held by IMF. Iroquois Capital is the investment advisor for IMF and Mr. Abbe is the President of Iroquois Capital. Mr. Abbe has the sole authority and responsibility for the investments made on behalf of Iroquois Capital Investment Group LLC ("ICIG"). As such, Mr. Abbe may be deemed to be the beneficial owner of all shares of Common Stock held by Iroquois Master Fund and ICIG. The foregoing should not be construed in and of itself as an admission by any Reporting Person as to beneficial ownership of shares of Common Stock owned by another Reporting Person. Each of the Reporting Persons disclaim beneficial ownership of these shares, except to the extent of its, his or her pecuniary interest in such shares, if any. |
| (a) | Amount beneficially owned:
Row 9 of each Reporting Person's cover page to this Schedule 13G sets forth the aggregate number of shares of securities of the Issuer beneficially owned by such Reporting Person as of the date of the event which requires filing of this statement and is incorporated herein by reference.
The Reporting Persons' ownership of the Issuer's securities includes: (i) 557,521 shares of Common Stock directly held by IMF and 463,315 shares of Common Stock directly held by ICIG, (ii) 1,410,344 shares of Common Stock issuable upon conversion of 2,045 shares of the Company's Series A Convertible Preferred Stock (subject to a 4.99% Beneficial Ownership Blocker (defined below)) held directly by IMF and 200,000 shares of Common Stock issuable upon conversion of 290 shares of the Company's Series A Convertible Preferred Stock (subject to a 4.99% Beneficial Ownership Blocker (defined below)) held directly by ICIG (collectively, the "Series A Preferred Shares"), (iii) 825,000 shares of Common Stock issuable upon conversion of 1,237.5 shares of the Company's Series B Convertible Preferred Stock (subject to a 4.99% Beneficial Ownership Blocker) held directly by IMF and 408,333 shares of Common Stock issuable upon conversion of 612.5 shares of the Company's Series B Convertible Preferred Stock (subject to a 4.99% Beneficial Ownership Blocker) held directly by ICIG (collectively, the "Series B Preferred Shares" and together with the Series A Preferred Shares, the "Preferred Shares"), (iv) 3,643,966 shares of Common Stock issuable upon exercise of certain Warrants (subject to a 4.99% Beneficial Ownership Blocker) held by IMF and 1,210,574 shares of Common Stock issuable upon exercise of certain Warrants (subject to a 4.99% Beneficial Ownership Blocker) held by ICIG, and (v) 375,000 shares of Common Stock issuable upon exercise of certain Warrants (subject to a 9.99% Beneficial Ownership Blocker) held by IMF and 425,000 shares of Common Stock issuable upon exercise of certain Warrants (subject to a 9.99% Beneficial Ownership Blocker) held by ICIG. The Preferred Shares and certain Warrants are subject to the 4.99% Beneficial Ownership Blocker and certain Warrants are subject to the 9.99% Beneficial Ownership Blocker.
Certain Warrants contain provisions which precludes the exercise of such Warrants to the extent that,
following exercise, the holder, together with its affiliates and other attribution parties, would own more
than 9.99% of the Common Stock outstanding (the "9.99% Beneficial Ownership Blocker"). The
Preferred Shares and certain of the Warrants contain provisions which precludes the exercise of such
Warrants or the conversion of such Preferred Shares to the extent that, following exercise or
conversion, as applicable, the holder, together with its affiliates and other attribution parties, would
own more than 4.99% of the Common Stock outstanding (the "4.99% Beneficial Ownership Blocker",
and together with the 9.99% Beneficial Ownership Blocker, the "Beneficial Ownership Blockers"). The
Reporting Persons are currently prohibited from exercising certain Warrants or converting the
Preferred Shares to the extent that such exercise or conversion, as applicable, would result in
beneficial ownership of more than 2,119,206 shares of Common Stock due to the 4.99% Beneficial
Ownership Blocker. The Reporting Persons are also currently prohibited from exercising certain of the
Warrants to the extent that such exercise would result in beneficial ownership of more than 9.99% of
the Common Stock outstanding. The shares of Common Stock listed as beneficially owned in Rows
5, 6, 7, 8 and 9 of the cover page for each Reporting Person and the percentage set forth in Row 11
of the cover page for each Reporting Person give effect to the Beneficial Ownership Blockers.
Consequently, as of the date of the event which requires the filing of this statement, the Reporting
Persons were not able to exercise all of the Warrants or convert all of the Preferred Shares due to the
Beneficial Ownership Blockers. |
| (b) | Percent of class:
Row 11 of each Reporting Person's cover page to this Schedule 13G sets forth the percentages of the securities of the Issuer beneficially owned by such Reporting Person as of the date of the event which requires filing of this statement and is incorporated herein by reference. Due to the Beneficial Ownership Blockers, the collective beneficial ownership percentage of the Reporting Persons was 7.6% as of the date of the event which requires filing of this statement. Such percentage is based upon (i) 55,500,054 shares of the Issuer's Common Stock issued and outstanding as of March 23, 2026 as reported in the Issuer's Annual Report on Form 10-K filed with the Securities and Exchange Commission ("SEC") on March 26, 2026 and (ii) shares of Common Stock issuable upon the conversion of the Preferred Shares and shares of Common Stock issuable upon the exercise of the Warrants after giving effect to the Beneficial Ownership Blockers. |
