| (1) |
The
Registrant previously registered on a registration statement on Form S-3 (File No. 333-287729), which was filed on June 3, 2025 and
declared effective immediately upon filing, as amended by Post-Effective Amendment No. 1, which was filed on September 23, 2205 and
declared effective immediately upon filing (the “Original Registration Statement”), the resale of up to 44,931,523 shares
of Common Stock. As of November 3, 2025, 14,020,862 shares of Common Stock (the “Prior Shares”) remain available for
resale under the Original Registration Statement. In accordance with Rule 462 under the Securities Act of 1933, as amended (the “Securities
Act”), the Registrant is hereby registering for resale an additional 30,294,120 shares of Common Stock (the “Additional
Shares”). Pursuant to Rule 416(a) under the Securities Act, this registration statement also covers an indeterminate number
of additional shares as may be issuable as a result of stock splits, stock dividends or similar transactions. |