Item 3.02 Unregistered Sales of Equity Securities

Effective as of May 8, 2023, we issued 148,469 shares of our common stock upon conversion of 2,227,030 shares of our Series S Preferred Stock without the payment of any additional consideration. We issued these shares to a stockholder of our company relying on the exemptions from registration under the Securities Act of 1933 provided by Section 4(a)(2) and/or Section 3(a)(9) of the Securities Act of 1933.

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