19. Subsequent Events

Management of the Company has performed a review of events and transactions occurring after the condensed consolidated balance sheet date to determine if there were any such events or transactions requiring adjustment to or disclosure in the accompanying condensed consolidated financial statements, noting no such events or transactions except as set forth below:

On August 8, 2024, the Company entered into subscription agreements with investors, certain members of its board of directors, and management for the sale by the Company of an aggregate of 222,000 units at a price to the public of $5.00 per unit (the “August Offering”), with each unit consisting of two shares of the Company’s common stock and a warrant to purchase one share of common stock at an exercise price of $4.25 per share (the “August Warrants”). The closing of the August Offering is subject to customary closing conditions and is expected to occur on or about August 14, 2024 (the “August Closing Date”). On or about the August Closing Date, the Company expects to issue 444,000 shares of common stock and issue August Warrants to purchase up to 222,000 shares of common stock

Subject to certain ownership limitations, each of the August Warrants will become exercisable on the August Closing Date, will have an exercise price of $4.25 per share and will expire five years after the August Closing Date. The August Warrants may only be exercised on a cashless basis if there is no registration statement registering, or the prospectus contained in the registration statement is not available for, the issuance or resale of shares of common stock underlying the August Warrants to or by the holder. The holder of an August Warrant is prohibited from exercising of any such warrants to the extent that such exercise would result in the number of shares of common stock beneficially owned by such holder and its affiliates exceeding 4.99% of the total number of shares of common stock outstanding immediately after giving effect to the exercise, which percentage may be increased or decreased at the holder’s election not to exceed 9.99%.

Certain members of the Company’s board of directors and management have agreed to purchase an aggregate of 27,000 units in the August Offering. In connection with the August Offering, the members of board of directors and management purchasing units in the August Offering have agreed not to offer, issue, sell, contract to sell, encumber, grant any option for the sale of or otherwise dispose of any of securities relating to the units for a period of 180 days following the date of the prospectus used in the August Offering.

The gross proceeds to the Company from the August Offering are expected to be approximately $1.110 million, before deducting the placement agent’s fees and other estimated offering expenses payable by the Company, and excluding the proceeds, if any, from the exercise of the August Warrants. The Company intends to use the net proceeds from the August Offering for working capital and for general corporate purposes.

The Company retained Alere Financial Partners, LLC (a division of Cova Capital Partners, LLC) to act as the placement agent (the “Placement Agent”) for the August Offering. The Company agreed to pay the Placement Agent a cash fee of 8% of the aggregate gross proceeds in the August Offering received from non-affiliates of the Company and 4% of the aggregate gross proceeds in the August Offering received from affiliates of the Company. Additionally, and upon the closing of the August Offering, the Company agreed to issue to the Placement Agent warrants exercisable for a period of five years to purchase up to 8% of the number of shares sold in August Offering, or up to 33,360 shares, at a per share exercise price of $4.25.