The Registration Rights Agreement requires that we register, under applicable securities laws, the possible resale by the Selling Stockholder of the

1,365,794 shares of common stock and the 682,897 shares of common stock issuable upon exercise of the warrants acquired by the Selling Stockholder

pursuant to the Subscription Agreement. Therefore, we have prepared and filed this prospectus. However, we do not know when or whether any or all

of these shares may be sold. We will receive no proceeds from the sale of shares included in this prospectus. We will pay the registration, filing, listing

and printing fees, and our legal and accounting expenses in connection with this offering. We have agreed to maintain the effectiveness of this

registration statement until the earlier of (i) the first date on which all of the shares covered by this prospectus are sold pursuant to an effective

registration statement registering such securities for resale, or (ii) the first date on which the shares covered by this prospectus may be sold pursuant to

Rule 144 without being subject to the volume restrictions set forth in Rule 144(e) under the Securities Act of 1933, as amended (the "Securities Act").

The Selling Stockholder and their successors, which term includes their transferees, pledgees or donees or their successors, may sell the common

stock directly to one or more purchasers (including pledgees) or through brokers, dealers or underwriters who may act solely as agents or may acquire

common stock as principals, at market prices prevailing at the time of sale, at prices related to such prevailing market prices, at negotiated prices or at

fixed prices, which may be changed. The Selling Stockholder may effect the distribution of the common stock in one or more of the following methods:

• ordinary brokers' transactions, which may include long or short sales;

• transactions involving cross or block trades or otherwise on the open market;

• purchases by brokers, dealers or underwriters as principal and resale by such purchasers for their own accounts under this prospectus;

• "at the market" to or through market makers or into an existing market for the common stock;

• in other ways not involving market makers or established trading markets, including direct sales to purchasers or sales effected through

agents;

• through transactions in options, swaps or other derivatives (whether exchange listed or otherwise); or

• any combination of the above, or by any other legally available means.

In addition, the Selling Stockholder or their successors in interest may enter into hedging transactions with broker-dealers who may engage in

short sales of common stock in the course of hedging the positions they assume with the Selling Stockholder. The Selling Stockholder or their

successors in interest may also enter into option or other transactions with broker-dealers that require delivery by such broker-dealers of the common

stock, which common stock may be resold thereafter under this prospectus.

Brokers, dealers, underwriters or agents participating in the distribution of the common stock may receive compensation in the form of discounts,

concessions or commissions from the Selling Stockholder and/or the purchasers of common stock for whom such broker-dealers may act as agent or to

whom they may sell as principal, or both (which compensation as to a particular broker-dealer may be in excess of customary commissions).

Any securities covered by this prospectus that qualify for sale under Rule 144 under the Securities Act may be sold under Rule 144 rather than

under this prospectus.

We cannot assure you that the Selling Stockholder will sell any or all of the shares of common stock offered by the Selling Stockholder.