NOTE 14. SUBSEQUENT EVENTS

The Company has evaluated subsequent events for recognition and disclosure through November 13, 2024, which is the date the condensed 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 condensed consolidated financial statements other than those following. Note these subsequent events are reflective of the reverse stock split conducted on October 2, 2024 as detailed below:

On October 2, 2024, the Company effected a 1-for-110 reverse stock split of the Company’s common stock. 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 lowest day’s VWAP in the five days following the reverse split was $4.74 per share and the exercise price of the Common Share Purchase Warrants issued on June 4, 2024, were reduced to $4.74 per share effective October 10, 2024.

On October 7, 2024, the Company entered into a private placement transaction with certain institutional investors for gross proceeds of $8.2 million. As part of the private placement, the Company issued an aggregate of 2,024,691 units at a purchase price of $4.05 per unit, each Unit consisting of (i) one share of common stock of the Company, or one pre-funded warrant in lieu thereof, (ii) two Series A Warrants, each to purchase one share of Common Stock at an exercise price of $3.80 per share, and (iii) one Series B Warrant to purchase such number of shares of Common Stock as will be determined on the Reset Date. The Series A and Series B Warrants are exercisable beginning on the date that Stockholder Approval is obtained.

Following the private placement transaction and pursuant to the down-round provisions within the warrant agreements, the exercise price of the Common Share Purchase Warrants issued in September 2022 were reduced to $3.80 per share effective October 8, 2024.

On October 18, 2024, the Company received exercise notices from various institutional investors at a weighted-average exercise price of $4.73. In exchange for the issuance of 191,099 shares of common stock the Company received net proceeds of $902,541.