Item
8.01. Other Events.
On November 16, 2022, we completed
a public offering (the “Offering”) of (i) 67,572 shares of our common stock, par value $0.001 per share (the “Common
Stock”), together with five-year Series A warrants (the “Series A Warrants”) to purchase 67,572 shares of Common Stock
at an exercise price of $3.165 per share and thirteen-month Series B warrants (the “Series B Warrants,” and together with
the Series A Warrants, the “Series Warrants”) to purchase 67,572 shares of Common Stock at an exercise price of $3.165 per
share, for a public offering price of $3.50 per share of Common Stock and related Series Warrants; and (ii) pre-funded warrants (the “Pre-Funded
Warrants”) to purchase 1,361,000 shares of Common Stock at an exercise price of $0.0001 per share, together with Series A Warrants
to purchase 1,361,000 shares of Common Stock at an exercise price of $3.165 per share and Series B Warrants to purchase 1,361,000 shares
of Common Stock at an exercise price of $3.165 per share, for a public offering price of $3.4999 per Pre-Funded Warrant and related Series
Warrants; for aggregate gross proceeds of $4,999,865.90 (or $5,000,002.00 assuming the full exercise of the Pre-Funded Warrants).
Subject to certain limitations
described in the Pre-Funded Warrants, the Pre-Funded Warrants are immediately exercisable and may be exercised at a nominal consideration
of $0.0001 per share of Common Stock any time until all of the Pre-Funded Warrants are exercised in full. A holder will not have the right
to exercise any portion of the Series Warrants or the Pre-Funded Warrants if the holder (together with its affiliates) would beneficially
own in excess of 4.99% (or 9.99% for Pre-Funded Warrants) of the number of shares of Common Stock outstanding immediately after
giving effect to the exercise, as such percentage ownership is determined in accordance with the terms of the Series Warrants or
the Pre-Funded Warrants, respectively. However, upon notice from the holder to us, the holder may increase the beneficial ownership limitation,
which may not exceed 9.99% of the number of shares of Common Stock outstanding immediately after giving effect to the exercise, as such
percentage ownership is determined in accordance with the terms of the Series Warrants or the Pre-Funded Warrants, respectively,
provided that any increase in the beneficial ownership limitation will not take effect until 61 days following notice to us.
As compensation to H.C. Wainwright
& Co., LLC (the “Placement Agent”), as the exclusive placement agent in connection with the Offering, we paid the Placement
Agent a cash fee equal to 7.5% of the aggregate gross proceeds raised in the Offering, plus a management fee equal to 1.0% of the aggregate
gross proceeds raised in the Offering and up to $40,000 or 3% of the aggregate gross proceeds of the Offering, reimbursement of reasonable
and documented out-of-pocket expenses, including legal fees of up to $100,000, and reimbursement of closing costs, including reimbursement
of the out-of-pocket costs of the clearing agent, in an amount of up to $15,950. We also issued to designees of the Placement Agent warrants
to purchase 107,143 shares of Common Stock (the “Placement Agent Warrants”). The Placement Agent Warrants have substantially
the same terms as the Series Warrants, except that the Placement Agent Warrants have an exercise price equal to $4.375 per share
and expire on the fifth anniversary from the date of the commencement of sales in the Offering.
In connection with the Offering,
we entered into a Securities Purchase Agreement (the “Purchase Agreement”) with a purchaser identified on the signature pages
thereto (the “Purchaser”) on November 16, 2022. The Purchase Agreement contained customary representations and warranties
and agreements of us and the Purchaser and customary indemnification rights and obligations of the parties.
The shares of Common Stock,
Series Warrants, Pre-Funded Warrants, and the Placement Agent Warrants described above were offered pursuant to the Registration
Statement on Form S-1 (File No. 333-267991), as amended, which was declared effective by the Securities and Exchange Commission on November
16, 2022.
We received net proceeds of
approximately $4.25 million from the Offering, after deducting the estimated Offering expenses payable by us, including the Placement
Agent fees. We intend to use the net proceeds from the Offering for general corporate purposes, including research and development expenses,
capital expenditures, working capital and general and administrative expenses, and potential acquisitions of or investments in businesses,
products and technologies that complement our business, although we have no present commitments or agreements to make any such acquisitions
or investments as of the date of this prospectus.
The forms of the Purchase
Agreement, the Series Warrants, the Pre-Funded Warrant, the Placement Agent Warrant, and the Securities Purchase Agreement are
filed as exhibits to our Registration Statement on Form S-1/A, filed with the SEC on November 15, 2022, and are incorporated herein by
reference.
On November 16, 2022, we issued
a press release announcing the pricing of the Offering. On November 18, 2022, we issued a press release announcing the closing of the
Offering. Copies of the press releases are attached as Exhibit 99.1 and Exhibit 99.2, respective, and are incorporated herein by reference.