LGMK · LogicMark, Inc. · Insider Trading

On October 24, 2025, the issuer effected a 1-for-750 reverse stock split (the "Reverse Stock Split") of the issuer's outstanding shares of common stock, par value $0.0001 per share (the "Common Stock"). The number of shares of Common Stock and prices reported on this Form 5 have been adjusted to reflect the Reverse Stock Split.

On November 3, 2025, the stock options held by the reporting person were canceled by the issuer and new stock options were issued to the reporting person in exchange.

The options were subject to vesting commencing on February 24, 2023, with 1/4 of such shares having vested on February 24, 2024, and thereafter, 1/16 of such shares having vested or to vest on the first day of each subsequent three-month period until the entire award has vested, so long as the reporting person remains in the service of the issuer for each such quarter.

On October 24, 2025, the issuer effected a 1-for-750 reverse stock split (the "Reverse Stock Split") of the issuer's outstanding shares of common stock, par value $0.0001 per share (the "Common Stock"). The number of shares of Common Stock and prices reported on this Form 5 have been adjusted to reflect the Reverse Stock Split.

On November 3, 2025, the stock options held by the reporting person were canceled by the issuer and new stock options were issued to the reporting person in exchange.

The options were subject to vesting commencing on October 2, 2023, with 1/4 of such shares having vested on October 2, 2024, and thereafter, 1/16 of such shares having vested or to vest on the first day of each subsequent three-month period until the entire award has vested, so long as the reporting person remains in the service of the issuer for each such quarter.

The stock options were received as compensation for the reporting person's services as a member of the board of directors of the issuer for the quarter ending December 31, 2025.

The stock options were received as compensation for the reporting person's services as a member of the board of directors of the issuer for the quarter ending December 31, 2025.

The stock options were received as compensation for the reporting person's services as a member of the board of directors of the issuer for the quarter ending December 31, 2025.

The stock options were received as compensation for the reporting person's services as a member of the board of directors of the issuer for the quarter ending December 31, 2025.

On October 24, 2025, the issuer effected a 1-for-750 reverse stock split (the "Reverse Stock Split") of the issuer's outstanding shares of common stock, par value $0.0001 per share (the "Common Stock"). The number of shares of Common Stock and prices reported on this Form 5 have been adjusted to reflect the Reverse Stock Split.

On November 3, 2025, the stock options held by the reporting person were canceled by the issuer and new stock options were issued to the reporting person in exchange.

The stock options were received as compensation for the reporting person's services as the issuer's Vice President, Corporate Controller.

The options are subject to vesting which commenced on February 24, 2023, with 1/4 of such shares having vested on February 24, 2024, and thereafter, 1/16 of such shares to vest on the first day of each subsequent three-month period until the entire award has vested, so long as the reporting person remains in the service of the issuer for each such quarter.

Issuable upon the vesting of a restricted stock award ("RSA"), each of which represents the right to receive one share of common stock, par value $0.0001 per share, of the issuer ("Common Stock"), subject to the vesting terms of such RSA.

The RSA of 25,000 shares of Common Stock was received as compensation for the reporting person's service as an officer pursuant to the issuer's 2023 Stock Incentive Plan. The RSA is subject to vesting commencing on November 3, 2025, with 1/4 of such shares to vest on November 3, 2026, and thereafter, 1/16 of such shares to vest on the first day of each subsequent three-month period until the entire award has vested, so long as the reporting person remains in the service of the issuer for each such quarter.

On October 24, 2025, the issuer effected a one-for-seven hundred fifty reverse stock split of the issuer's outstanding shares of Common Stock (the "Reverse Stock Split"). The number of shares of Common Stock reported on this Form 4 have been adjusted to reflect the Reverse Stock Split.

Issuable upon the vesting of a restricted stock award ("RSA"), each of which represents the right to receive one share of common stock, par value $0.0001 per share, of the issuer ("Common Stock"), subject to the vesting terms of such RSA.

The RSA of 25,000 shares of Common Stock was received as compensation for the reporting person's service as an officer pursuant to the issuer's 2023 Stock Incentive Plan. The RSA is subject to vesting commencing on November 3, 2025, with 1/4 of such shares to vest on November 3, 2026, and thereafter, 1/16 of such shares to vest on the first day of each subsequent three-month period until the entire award has vested, so long as the reporting person remains in the service of the issuer for each such quarter.

On October 24, 2025, the issuer effected a one-for-seven hundred fifty reverse stock split of the issuer's outstanding shares of Common Stock (the "Reverse Stock Split"). The number of shares of Common Stock reported on this Form 4 have been adjusted to reflect the Reverse Stock Split.

The reporting person is a partner at FLG Partners, LLC, but disclaims beneficial ownership of such shares of Common Stock except to the extent of his pecuniary interest therein, and the inclusion of such shares of Common Stock in this report shall not be deemed an admission of beneficial ownership of all such reported shares for purposes of Section 16 or for any other purpose.

On October 24, 2025, the issuer effected a 1-for-750 reverse stock split (the "Reverse Stock Split") of the issuer's outstanding shares of common stock, par value $0.0001 per share (the "Common Stock"). The number of shares of Common Stock and prices reported on this Form 5 have been adjusted to reflect the Reverse Stock Split.

On November 3, 2025, the stock options held by the reporting person were canceled by the issuer and new stock options were issued to the reporting person in exchange.

The stock options were received as compensation for the reporting person's services as the issuer's Vice President, Corporate Controller.

The options are subject to vesting which commenced on October 2, 2023, with 1/4 of such shares having vested on October 2, 2024, and thereafter, 1/16 of such shares to vest on the first day of each subsequent three-month period until the entire award has vested, so long as the reporting person remains in the service of the issuer for each such quarter.

Issuable upon the vesting of a restricted stock award ("RSA"), each of which represents the right to receive one share of common stock, par value $0.0001 per share, of the issuer ("Common Stock"), subject to the vesting terms of such RSA.

The RSA of 74,800 shares of Common Stock was received as compensation for the reporting person's service as an officer pursuant to the issuer's 2023 Stock Incentive Plan. The RSA is subject to vesting commencing on November 3, 2025, with 1/4 of such shares to vest on November 3, 2026, and thereafter, 1/16 of such shares to vest on the first day of each subsequent three-month period until the entire award has vested, so long as the reporting person remains in the service of the issuer for each such quarter.

On October 24, 2025, the issuer effected a one-for-seven hundred fifty reverse stock split of the issuer's outstanding shares of Common Stock (the "Reverse Stock Split"). The number of shares of Common Stock reported on this Form 4 have been adjusted to reflect the Reverse Stock Split.

The stock options were received as compensation for the reporting person's services as a member of the board of directors of the issuer for the quarter ended September 30, 2025.

The stock options were received as compensation for the reporting person's services as a member of the board of directors of the issuer for the quarter ended September 30, 2025.

The stock options were received as compensation for the reporting person's services as a member of the board of directors of the issuer for the quarter ended September 30, 2025.

The stock options were received as compensation for the reporting person's services as a member of the board of directors of the issuer for the quarter ended September 30, 2025.

The stock options were received as compensation for the reporting person's services as a member of the board of directors of the issuer for the quarter ended June 30, 2025.

The stock options were received as compensation for the reporting person's services as a member of the board of directors of the issuer for the quarter ended June 30, 2025.

The stock options were received as compensation for the reporting person's services as a member of the board of directors of the issuer for the quarter ended June 30, 2025.

The stock options were received as compensation for the reporting person's services as a member of the board of directors of the issuer for the quarter ended June 30, 2025.

On October 24, 2025, the issuer effected a 1-for-750 reverse stock split (the "Reverse Stock Split") of the issuer's outstanding shares of common stock, par value $0.0001 per share (the "Common Stock"). The number of shares of Common Stock and prices reported on this Form 4 have been adjusted to reflect the Reverse Stock Split.

The stock options were received as compensation for the reporting person's services as a member of the board of directors of the issuer for the quarter ending March 31, 2025.

On October 24, 2025, the issuer effected a 1-for-750 reverse stock split (the "Reverse Stock Split") of the issuer's outstanding shares of common stock, par value $0.0001 per share (the "Common Stock"). The number of shares of Common Stock and prices reported on this Form 4 have been adjusted to reflect the Reverse Stock Split.

The stock options were received as compensation for the reporting person's services as a member of the board of directors of the issuer for the quarter ending March 31, 2025.

On October 24, 2025, the issuer effected a 1-for-750 reverse stock split (the "Reverse Stock Split") of the issuer's outstanding shares of common stock, par value $0.0001 per share (the "Common Stock"). The number of shares of Common Stock and prices reported on this Form 4 have been adjusted to reflect the Reverse Stock Split.

The stock options were received as compensation for the reporting person's services as a member of the board of directors of the issuer for the quarter ending March 31, 2025.

On October 24, 2025, the issuer effected a 1-for-750 reverse stock split (the "Reverse Stock Split") of the issuer's outstanding shares of common stock, par value $0.0001 per share (the "Common Stock"). The number of shares of Common Stock and prices reported on this Form 4 have been adjusted to reflect the Reverse Stock Split.

The stock options were received as compensation for the reporting person's services as a member of the board of directors of the issuer for the quarter ending March 31, 2025.

This Form 4 is being filed by the reporting person in order to reflect the acquisition of Series A common stock purchase warrants (the "Warrants") as of March 27, 2025 pursuant to certain anti-dilution provisions in the Warrants that triggered upon the decrease in the exercise price of certain securities of the issuer to an effective per share price equal to $0.118 on such date, the consequence of which is that (i) the exercise price of the Warrants decreased to such price and (ii) the number of shares of common stock issuable upon exercise of such Warrants proportionally increased, such that the aggregate exercise price of the Warrants, after taking into account such exercise price decrease, remained equal to the aggregate exercise price at the date of issuance of such Warrants.

This Form 4 is being filed by the reporting person in order to reflect the acquisition of Series A common stock purchase warrants (the "Warrants") as of March 27, 2025 pursuant to certain anti-dilution provisions in the Warrants that triggered upon the decrease in the exercise price of certain securities of the issuer to an effective per share price equal to $0.118 on such date, the consequence of which is that (i) the exercise price of the Warrants decreased to such price and (ii) the number of shares of common stock issuable upon exercise of such Warrants proportionally increased, such that the aggregate exercise price of the Warrants, after taking into account such exercise price decrease, remained equal to the aggregate exercise price at the date of issuance of such Warrants.

This Form 4 is being filed by the reporting person in order to reflect the acquisition of Series A common stock purchase warrants (the "Warrants") as of March 27, 2025 pursuant to certain anti-dilution provisions in the Warrants that triggered upon the decrease in the exercise price of certain securities of the issuer to an effective per share price equal to $0.118 on such date, the consequence of which is that (i) the exercise price of the Warrants decreased to such price and (ii) the number of shares of common stock issuable upon exercise of such Warrants proportionally increased, such that the aggregate exercise price of the Warrants, after taking into account such exercise price decrease, remained equal to the aggregate exercise price at the date of issuance of such Warrants.

This Form 4 is being filed by the reporting person in order to reflect the acquisition of Series A common stock purchase warrants (the "Warrants") as of March 27, 2025 pursuant to certain anti-dilution provisions in the Warrants that triggered upon the decrease in the exercise price of certain securities of the issuer to an effective per share price equal to $0.118 on such date, the consequence of which is that (i) the exercise price of the Warrants decreased to such price and (ii) the number of shares of common stock issuable upon exercise of such Warrants proportionally increased, such that the aggregate exercise price of the Warrants, after taking into account such exercise price decrease, remained equal to the aggregate exercise price at the date of issuance of such Warrants.

This Form 4 is being filed by the reporting person in order to reflect the acquisition of Series A common stock purchase warrants (the "Warrants") as of March 27, 2025 pursuant to certain anti-dilution provisions in the Warrants that triggered upon the decrease in the exercise price of certain securities of the issuer to an effective per share price equal to $0.118 on such date, the consequence of which is that (i) the exercise price of the Warrants decreased to such price and (ii) the number of shares of common stock issuable upon exercise of such Warrants proportionally increased, such that the aggregate exercise price of the Warrants, after taking into account such exercise price decrease, remained equal to the aggregate exercise price at the date of issuance of such Warrants.

This Form 4 is being filed by the reporting person in order to reflect the acquisition of Series A common stock purchase warrants (the "Warrants") as of March 27, 2025 pursuant to certain anti-dilution provisions in the Warrants that triggered upon the decrease in the exercise price of certain securities of the issuer to an effective per share price equal to $0.118 on such date, the consequence of which is that (i) the exercise price of the Warrants decreased to such price and (ii) the number of shares of common stock issuable upon exercise of such Warrants proportionally increased, such that the aggregate exercise price of the Warrants, after taking into account such exercise price decrease, remained equal to the aggregate exercise price at the date of issuance of such Warrants.

This Form 4 is being filed by the reporting person in order to reflect the acquisition of Series A common stock purchase warrants (the "Warrants") as of February 18, 2025 pursuant to certain anti-dilution provisions in the Warrants that triggered upon the issuance of securities by the issuer at an effective per share price equal to $0.59 on such date, the consequence of which is that (i) the exercise price of the Warrants decreased to such price and (ii) the number of shares of common stock issuable upon exercise of such Warrants proportionally increased, such that the aggregate exercise price of the Warrants, after taking into account such exercise price decrease, remained equal to the aggregate exercise price at the date of issuance of such Warrants.

This Form 4 is being filed by the reporting person in order to reflect the acquisition of Series A common stock purchase warrants (the "Warrants") as of February 18, 2025 pursuant to certain anti-dilution provisions in the Warrants that triggered upon the issuance of securities by the issuer at an effective per share price equal to $0.59 on such date, the consequence of which is that (i) the exercise price of the Warrants decreased to such price and (ii) the number of shares of common stock issuable upon exercise of such Warrants proportionally increased, such that the aggregate exercise price of the Warrants, after taking into account such exercise price decrease, remained equal to the aggregate exercise price at the date of issuance of such Warrants.

This Form 4 is being filed by the reporting person in order to reflect the acquisition of Series A common stock purchase warrants (the "Warrants") as of February 18, 2025 pursuant to certain anti-dilution provisions in the Warrants that triggered upon the issuance of securities by the issuer at an effective per share price equal to $0.59 on such date, the consequence of which is that (i) the exercise price of the Warrants decreased to such price and (ii) the number of shares of common stock issuable upon exercise of such Warrants proportionally increased, such that the aggregate exercise price of the Warrants, after taking into account such exercise price decrease, remained equal to the aggregate exercise price at the date of issuance of such Warrants.

This Form 4 is being filed by the reporting person in order to reflect the acquisition of Series A common stock purchase warrants (the "Warrants") as of February 18, 2025 pursuant to certain anti-dilution provisions in the Warrants that triggered upon the issuance of securities by the issuer at an effective per share price equal to $0.59 on such date, the consequence of which is that (i) the exercise price of the Warrants decreased to such price and (ii) the number of shares of common stock issuable upon exercise of such Warrants proportionally increased, such that the aggregate exercise price of the Warrants, after taking into account such exercise price decrease, remained equal to the aggregate exercise price at the date of issuance of such Warrants.

This Form 4 is being filed by the reporting person in order to reflect the acquisition of Series A common stock purchase warrants (the "Warrants") as of February 18, 2025 pursuant to certain anti-dilution provisions in the Warrants that triggered upon the issuance of securities by the issuer at an effective per share price equal to $0.59 on such date, the consequence of which is that (i) the exercise price of the Warrants decreased to such price and (ii) the number of shares of common stock issuable upon exercise of such Warrants proportionally increased, such that the aggregate exercise price of the Warrants, after taking into account such exercise price decrease, remained equal to the aggregate exercise price at the date of issuance of such Warrants.

This Form 4 is being filed by the reporting person in order to reflect the acquisition of Series A common stock purchase warrants (the "Warrants") as of February 18, 2025 pursuant to certain anti-dilution provisions in the Warrants that triggered upon the issuance of securities by the issuer at an effective per share price equal to $0.59 on such date, the consequence of which is that (i) the exercise price of the Warrants decreased to such price and (ii) the number of shares of common stock issuable upon exercise of such Warrants proportionally increased, such that the aggregate exercise price of the Warrants, after taking into account such exercise price decrease, remained equal to the aggregate exercise price at the date of issuance of such Warrants.

The stock options were received as compensation for the reporting person's services as a member of the board of directors of the issuer for the quarter ended December 31, 2024, and have an exercise price of $1.50 per share, which was the closing price of the issuer's common stock, par value $0.0001 per share, on such date.

The stock options were received as compensation for the reporting person's services as a member of the board of directors of the issuer for the quarter ended December 31, 2024, and have an exercise price of $1.50 per share, which was the closing price of the issuer's common stock, par value $0.0001 per share, on such date.

Issuable upon the vesting of a restricted stock award ("RSA"), each of which represents the right to receive one share of common stock, par value $0.0001 per share, of the issuer ("Common Stock"), subject to the vesting terms of such RSA.

The RSA of 116,900 shares of Common Stock was received as compensation for the reporting person's service as an officer pursuant to the issuer's 2023 Stock Incentive Plan. The RSA is subject to vesting commencing on January 2, 2025, with 1/4 of such shares to vest on January 2, 2026, and thereafter, 1/16 of such shares to vest on the first day of each subsequent three-month period until the entire award has vested, so long as the reporting person remains in the service of the issuer for each such quarter.

On November 18, 2024, the issuer effected a one-for-twenty-five reverse stock split of the issuer's outstanding shares of Common Stock (the "Reverse Stock Split"). The number of shares of Common Stock reported on this Form 4 have been adjusted to reflect the Reverse Stock Split.

Issuable upon the vesting of a restricted stock award ("RSA"), each of which represents the right to receive one share of common stock, par value $0.0001 per share, of the issuer ("Common Stock"), subject to the vesting terms of such RSA.

The RSA of 40,000 shares of Common Stock was received as compensation for the reporting person's service as an officer pursuant to the issuer's 2023 Stock Incentive Plan. The RSA is subject to vesting commencing on January 2, 2025, with 1/4 of such shares to vest on January 2, 2026, and thereafter, 1/16 of such shares to vest on the first day of each subsequent three-month period until the entire award has vested, so long as the reporting person remains in the service of the issuer for each such quarter.

On November 18, 2024, the issuer effected a one-for-twenty-five reverse stock split of the issuer's outstanding shares of Common Stock (the "Reverse Stock Split"). The number of shares of Common Stock reported on this Form 4 have been adjusted to reflect the Reverse Stock Split and to increase the number of shares of Common Stock directly owned by the reporting person after such acquisition by 160 (on a post-Reverse Stock Split basis) in order to correct an administrative error in the Form 4 filed by the reporting person on August 6, 2024.

The stock options were received as compensation for the reporting person's services as a member of the board of directors of the issuer for the quarter ended December 31, 2024, and have an exercise price of $1.50 per share, which was the closing price of the issuer's common stock, par value $0.0001 per share, on such date.

The stock options were received as compensation for the reporting person's services as a member of the board of directors of the issuer for the quarter ended December 31, 2024, and have an exercise price of $1.50 per share, which was the closing price of the issuer's common stock, par value $0.0001 per share, on such date.

The RSA of 40,000 shares of Common Stock was received as compensation for the reporting person's service as an officer pursuant to the issuer's 2023 Stock Incentive Plan. The RSA is subject to vesting commencing on January 2, 2025, with 1/4 of such shares to vest on January 2, 2026, and thereafter, 1/16 of such shares to vest on the first day of each subsequent three-month period until the entire award has vested, so long as the reporting person remains in the service of the issuer for each such quarter.

On November 18, 2024, the issuer effected a one-for-twenty-five reverse stock split of the issuer's outstanding shares of Common Stock (the "Reverse Stock Split"). The number of shares of Common Stock reported on this Form 4 have been adjusted to reflect the Reverse Stock Split and to increase the number of shares of Common Stock directly owned by the reporting person after such acquisition by 160 (on a post-Reverse Stock Split basis) in order to correct an administrative error in the Form 4 filed by the reporting person on August 6, 2024.

The reporting person is a partner at FLG but disclaims beneficial ownership of such shares of Common Stock except to the extent of his pecuniary interest therein, and the inclusion of such shares of Common Stock in this report shall not be deemed an admission of beneficial ownership of all such reported shares for purposes of Section 16 or for any other purpose.

On November 18, 2024, the issuer effected a one-for-twenty-five reverse stock split (the "Reverse Stock Split") of the issuer's outstanding shares of common stock, par value $0.0001 per share (the "Common Stock"). The number of shares of Common Stock and prices reported on this Form 4 have been adjusted to reflect the Reverse Stock Split.

This Form 4 is being filed by the reporting person in order to reflect the acquisition of Series A Common Stock Purchase Warrants (the "Series A Warrants") and Series B Common Stock Purchase Warrants (the "Series B Warrants", and collectively with the Series A Warrants, the "Warrants") as of November 26, 2024 pursuant to certain anti-dilution provisions in the Warrants that trigger upon the Reverse Stock Split, the consequence of which is that (i) the exercise prices of the Warrants decrease pursuant to the formula contained in such provisions and (ii) the number of shares of Common Stock issuable upon exercise of the Warrants proportionally increases, such that the aggregate exercise price of each of the Warrants following such adjustments remains equal to the aggregate exercise price of each of such Warrants as of their respective dates of issuance.

On November 18, 2024, the issuer effected a one-for-twenty-five reverse stock split (the "Reverse Stock Split") of the issuer's outstanding shares of common stock, par value $0.0001 per share (the "Common Stock"). The number of shares of Common Stock and prices reported on this Form 4 have been adjusted to reflect the Reverse Stock Split.

This Form 4 is being filed by the reporting person in order to reflect the acquisition of Series A Common Stock Purchase Warrants (the "Series A Warrants") and Series B Common Stock Purchase Warrants (the "Series B Warrants", and collectively with the Series A Warrants, the "Warrants") as of November 26, 2024 pursuant to certain anti-dilution provisions in the Warrants that trigger upon the Reverse Stock Split, the consequence of which is that (i) the exercise prices of the Warrants decrease pursuant to the formula contained in such provisions and (ii) the number of shares of Common Stock issuable upon exercise of the Warrants proportionally increases, such that the aggregate exercise price of each of the Warrants following such adjustments remains equal to the aggregate exercise price of each of such Warrants as of their respective dates of issuance.

On November 18, 2024, the issuer effected a one-for-twenty-five reverse stock split (the "Reverse Stock Split") of the issuer's outstanding shares of common stock, par value $0.0001 per share (the "Common Stock"). The number of shares of Common Stock and prices reported on this Form 4 have been adjusted to reflect the Reverse Stock Split.

This Form 4 is being filed by the reporting person in order to reflect the acquisition of Series A Common Stock Purchase Warrants (the "Series A Warrants") and Series B Common Stock Purchase Warrants (the "Series B Warrants", and collectively with the Series A Warrants, the "Warrants") as of November 26, 2024 pursuant to certain anti-dilution provisions in the Warrants that trigger upon the Reverse Stock Split, the consequence of which is that (i) the exercise prices of the Warrants decrease pursuant to the formula contained in such provisions and (ii) the number of shares of Common Stock issuable upon exercise of the Warrants proportionally increases, such that the aggregate exercise price of each of the Warrants following such adjustments remains equal to the aggregate exercise price of each of such Warrants as of their respective dates of issuance.

On November 18, 2024, the issuer effected a one-for-twenty-five reverse stock split (the "Reverse Stock Split") of the issuer's outstanding shares of common stock, par value $0.0001 per share (the "Common Stock"). The number of shares of Common Stock and prices reported on this Form 4 have been adjusted to reflect the Reverse Stock Split.

This Form 4 is being filed by the reporting person in order to reflect the acquisition of Series A Common Stock Purchase Warrants (the "Series A Warrants") and Series B Common Stock Purchase Warrants (the "Series B Warrants", and collectively with the Series A Warrants, the "Warrants") as of November 26, 2024 pursuant to certain anti-dilution provisions in the Warrants that trigger upon the Reverse Stock Split, the consequence of which is that (i) the exercise prices of the Warrants decrease pursuant to the formula contained in such provisions and (ii) the number of shares of Common Stock issuable upon exercise of the Warrants proportionally increases, such that the aggregate exercise price of each of the Warrants following such adjustments remains equal to the aggregate exercise price of each of such Warrants as of their respective dates of issuance.

On November 18, 2024, the issuer effected a one-for-twenty-five reverse stock split (the "Reverse Stock Split") of the issuer's outstanding shares of common stock, par value $0.0001 per share (the "Common Stock"). The number of shares of Common Stock and prices reported on this Form 4 have been adjusted to reflect the Reverse Stock Split.

This Form 4 is being filed by the reporting person in order to reflect the acquisition of Series A Common Stock Purchase Warrants (the "Series A Warrants") and Series B Common Stock Purchase Warrants (the "Series B Warrants", and collectively with the Series A Warrants, the "Warrants") as of November 26, 2024 pursuant to certain anti-dilution provisions in the Warrants that trigger upon the Reverse Stock Split, the consequence of which is that (i) the exercise prices of the Warrants decrease pursuant to the formula contained in such provisions and (ii) the number of shares of Common Stock issuable upon exercise of the Warrants proportionally increases, such that the aggregate exercise price of each of the Warrants following such adjustments remains equal to the aggregate exercise price of each of such Warrants as of their respective dates of issuance.

On November 18, 2024, the issuer effected a one-for-twenty-five reverse stock split (the "Reverse Stock Split") of the issuer's outstanding shares of common stock, par value $0.0001 per share (the "Common Stock"). The number of shares of Common Stock and prices reported on this Form 4 have been adjusted to reflect the Reverse Stock Split.

This Form 4 is being filed by the reporting person in order to reflect the acquisition of Series A Common Stock Purchase Warrants (the "Series A Warrants") and Series B Common Stock Purchase Warrants (the "Series B Warrants", and collectively with the Series A Warrants, the "Warrants") as of November 26, 2024 pursuant to certain anti-dilution provisions in the Warrants that trigger upon the Reverse Stock Split, the consequence of which is that (i) the exercise prices of the Warrants decrease pursuant to the formula contained in such provisions and (ii) the number of shares of Common Stock issuable upon exercise of the Warrants proportionally increases, such that the aggregate exercise price of each of the Warrants following such adjustments remains equal to the aggregate exercise price of each of such Warrants as of their respective dates of issuance.

On November 18, 2024, the issuer effected a one-for-twenty-five reverse stock split (the "Reverse Stock Split") of the issuer's outstanding shares of common stock, par value $0.0001 per share (the "Common Stock"). The number of shares of Common Stock and prices reported on this Form 4 have been adjusted to reflect the Reverse Stock Split.

This Form 4 is being filed by the reporting person in order to reflect the acquisition of Series A Common Stock Purchase Warrants (the "Series A Warrants") and Series B Common Stock Purchase Warrants (the "Series B Warrants", and collectively with the Series A Warrants, the "Warrants") as of November 26, 2024 pursuant to certain anti-dilution provisions in the Warrants that trigger upon the Reverse Stock Split, the consequence of which is that (i) the exercise prices of the Warrants decrease pursuant to the formula contained in such provisions and (ii) the number of shares of Common Stock issuable upon exercise of the Warrants proportionally increases, such that the aggregate exercise price of each of the Warrants following such adjustments remains equal to the aggregate exercise price of each of such Warrants as of their respective dates of issuance.