Item
5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
Certificate of Designation of Preferences Designating the Series
A Preferred Stock
On June 16, 2023, in connection with the Purchase Agreement, the Company
filed a Certificate of Designation of Preferences, Rights and Limitations of Series A Preferred Stock (the “Series A Certificate
of Designation”) with the Secretary of State of the State of Delaware. The Series A Certificate of Designation designates one share
of the Company’s preferred stock as Series A Preferred, and establishes and designates the preferences, rights and limitations thereof.
The Series A Certificate of Designation became effective upon filing. Pursuant to the Series A Certificate of Designation:
Convertibility. The share of Series A Preferred is not convertible
into, or exchangeable for, shares of any other class or series of stock or other securities of the Company.
Dividends. The share of Series A Preferred shall not be entitled
to receive dividends.
Voting. The share of Series A Preferred will have 60,000,000,000
votes, but has the right to vote only on any Reverse Stock Split Proposal and until such time as a Reverse Stock Split Proposal is approved
by the stockholders, and will have no voting rights except (i) with respect to a Reverse Stock Split Proposal in which its votes are cast
for and against such Reverse Stock Split Proposal in the same proportion as shares of Common Stock are voted for and against such Reverse
Stock Split Proposal (with any shares of Common Stock that are not voted, whether due to abstentions, broker non-votes or otherwise not
counted as votes for or against the Reverse Stock Split Proposal) and (ii) unless the holders of one-third (1/3rd) of the outstanding
shares of Common Stock are present, in person or by proxy, at the meeting of stockholders at which a Reverse Stock Split Proposal is submitted
for stockholder approval (or any adjournment thereof). The share of Series A Preferred will vote together with the Common Stock as a single
class on any Reverse Stock Split Proposal. The Series A Preferred has no other voting rights, except as may be required by the General
Corporation Law of the State of Delaware.
Rank; Liquidation. Upon a liquidation, bankruptcy, reorganization,
merger, acquisition, sale, dissolution or winding up of the Company, whether voluntarily or involuntarily, pursuant to which assets of
the Company or consideration received by the Company are to be distributed to the stockholders, the holder of Series A Preferred will
be entitled to receive, before any payment is made to the holders of Common Stock by reason of their ownership thereof, an amount equal
to $100.00.
Transfer Restrictions. The Series A Preferred may not be transferred at any time prior to stockholder
approval of a Reverse Stock Split Proposal without the prior written consent of the Board.
Redemption. The outstanding share of Series A Preferred will be redeemed in whole,
but not in part, for a redemption price of $100.00, payable out of funds lawfully available therefor, upon the earlier of (i) any time
such redemption is ordered by the Board in its sole discretion, automatically and effective on such time and date specified by the Board
in its sole discretion, or (ii) automatically immediately following the approval by the stockholders of the Company of a Reverse Stock
Split Proposal.
The foregoing summary of the Series A Certificate of Designation does not
purport to be complete and is subject to, and is qualified in its entirety by, the full text of the Series A Certificate of Designation,
which is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Amendment to the Company’s Bylaws
On and effective as of June 12, 2023, the Board approved the amendment
and restatement of the Company’s Amended and Restated Bylaws (as so amended and restated, the “Bylaws”). Specifically,
the Board amended Article III, Sections 8 and 9 to reduce the quorum required for meetings of stockholders from a majority to one-third
(1/3) of the voting power of the outstanding shares of stock entitled to vote.
The foregoing description of the Bylaws is qualified in its entirety
by reference to the full text of the Bylaws filed as Exhibit 3.2 to this Current Report on Form 8-K and incorporated by reference herein.