Item 1.01 Entry into a Material Definitive Agreement.
On December 23, 2022, we entered into an At-The-Market
Offering Agreement, or the ATM Agreement, with Ladenburg Thalmann & Co. Inc. , as sales agent, pursuant to which we may offer and
sell, from time to time, through Ladenburg shares of our common stock, $0.0001 par value per share.
Subject to the terms and conditions of the ATM Agreement,
Ladenburg will use commercially reasonable efforts consistent with its normal trading and sales practices, applicable state and federal
law, rules and regulations and the rules of the Nasdaq Capital Market to sell shares from time to time based upon our instructions, including
any price, time or size limits specified by us. Under the ATM Agreement, Ladenburg may sell shares by any method deemed to be an “at
the market” offering as defined in Rule 415 under the U.S. Securities Act of 1933, as amended, or any other method permitted by
law, including in privately negotiated transactions. Ladenburg’s obligations to sell shares under the ATM Agreement are subject
to satisfaction of certain conditions, including customary closing conditions for transactions of this nature. The Company will pay Ladenburg
a commission of 3% of the aggregate gross proceeds from each sale of shares and has agreed to provide Ladenburg with customary indemnification
and contribution rights. We also agreed to reimburse Ladenburg for certain specified expenses of up to $60,000.
We are not obligated to make any sales of our common
stock under the ATM Agreement and no assurance can be given that we will sell any shares under the ATM Agreement, or, if we do, as to
the price or amount of shares that we will sell, or the dates on which any such sales will take place. The ATM Agreement will terminate
upon the earlier of (i) the sale of all shares under the ATM Agreement, or (ii) as provided therein.
Sales of shares of common stock under the ATM
Agreement will be made pursuant to the registration statement on Form S-3 (File No. 333-250925), which was declared effective by the
U.S. Securities and Exchange Commission, or SEC, on December 22, 2020, and a related prospectus supplement filed with the SEC on
December 23, 2022, for an aggregate offering price of up to $2,700,000.
The foregoing summary of the ATM Agreement does not
purport to be complete and is qualified in its entirety by reference to the full text of the ATM Agreement, which is filed herewith as
Exhibit 1.1.
A copy of the opinion of Burns & Levinson, LLP
relating to the legality of the issuance and sale of shares, is attached hereto as Exhibit 5.1 to this current report on Form 8-K.
This Current Report on Form 8-K shall not constitute
an offer to sell or the solicitation of an offer to buy any shares under the ATM Agreement, nor shall there be any sale of such shares
in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws
of any such state.
This report contains forward-looking statements. Forward-looking
statements include, but are not limited to, statements that express our intentions, beliefs, expectations, strategies, predictions or
any other statements related to our future activities, or future events or conditions. These statements are based on current expectations,
estimates and projections about our business based, in part, on assumptions made by management. These statements are not guarantees of
future performances and involve risks, uncertainties and assumptions that are difficult to predict. Therefore, actual outcomes and results
may differ materially from what is expressed or forecasted in the forward-looking statements due to numerous factors, including those
risks discussed in our Annual Report on Form 10-K and in other documents that we file from time to time with the SEC. Any forward-looking
statements speak only as of the date on which they are made, and we do not undertake any obligation to update any forward-looking statement
to reflect events or circumstances after the date of this report, except as required by law.