NOTE 15. SUBSEQUENT EVENTS

The Company has evaluated subsequent events for recognition and disclosure through March 31, 2025, which is the date the consolidated financial statements were available to be issued and has determined that there are no material subsequent events that require recognition or disclosure in the accompanying consolidated financial statements other than those following.

In accordance with the terms of the Series A Warrants and Series B Warrants the Reset Period concluded on the Reset Date of January 15, 2025. As such the Reset Exercise Price for both Warrants was finalized at $8.30 per warrant. This adjustment resulted in total Series A Warrants of 1,828,819 and Series B Warrants of 656,917 being issued in connection with the 2024 PIPE Financing.

During the month of January 2025, the Company received exercise notices from various institutional investors at a weighted-average exercise price of $8.30. In exchange for the issuance of 185,009 shares of common stock the Company received net proceeds of $1,533,905.

During the month of February 2025, the Company received exercise notices from various institutional investors at a weighted-average exercise price of $8.30. In exchange for the issuance of 258,896 shares of common stock the Company received net proceeds of $2,146,507.

On April 4, 2025, the Company effected a 1-for-10 reverse split of the Company’s common stock on the Nasdaq Capital Markets. This reduced the number of issued and outstanding shares of common stock from approximately 15,261,445 shares to approximately 1,526,145 shares. The reverse stock split applies equally to all outstanding shares of common stock, and each stockholder holds the same percentage of common stock outstanding immediately following the reverse stock split. Any fractional shares as a result of the reverse stock split were rounded up to one full share of common stock. Following the reverse stock split, the exercise price of the Series A Warrants issued on October 9, 2024 was reduced to the floor price prescribed in the terms of the respective Warrant Agreement at $7.60 per share.

On April 11, 2024, pursuant to the terms and conditions of the Series A Warrants issued in conjunction with the 2024 PIPE Financing, the Company is evaluating the impact of the 1-for-10 reverse split of the Company’s common stock on the Nasdaq Capital Markets. In the event of Share Combination Event, or reverse split, where the resulting closing share price is lower than the then Exercise Price, the Exercise Price will be reduced to the Floor Price determined in the Warrant Agreement of $7.60 per warrant. Further, should the resulting closing share price be below the Floor Price during a period of five trading days after the Share Combination Event, the calculated difference between the lowest volume-weighted average price (“VWAP”) of the Company’s stock during the five-trading day period and the Floor Price of the then outstanding Series A Warrants outstanding shall be paid pro rata to the remaining holders of the warrants (the “True-up Payment”), not to exceed $1,640,000. As of the date of this filing, the amount is being determined and will not have an impact on the Company’s ability to continue as a going concern.