Material Terms of Trading Arrangement [Text Block]

ITEM 5. OTHER INFORMATION

(a)

Item 5.03

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On May 12, 2025, the Board of Directors of the Company amended and restated the Company’s Amended and Restated Bylaws (as so amended and restated, the “Bylaws”), effective immediately. The material amendments to the Bylaws provide for the following:

(a) Amendments to Section 1.1 to clarify that shareholder meetings may be held by remote communications, as permitted under Section 78.320 of the Nevada Revised Statutes (the “NRS”);

(b) Amendments to Section 1.2 to provide explicit language that the failure to hold an annual meeting at the designated time shall not affect the validity of any action taken by the Company;

(c) Amendments to Section 1.3 to clarify that the only business which may be conducted at a special meeting of stockholders shall be matters set forth in the notice of such meeting;

(d) Amendments to Section 1.7 to clarify the voting standard on matters other than the election of directors so as to mirror the provision in NRS 78.320(1)(b);

(e) The deletion of Section 1.10, Nature of Business at Meetings of Stockholders, as the section was repetitive of former Section 1.11, Advance Notice of Nominations by Shareholders and Shareholder Proposals;

(f) Amendments to Section 1.11(b) to clarify that any stockholder’s notice to the Company’s Secretary of the matters a stockholder proposes to bring before the meeting includes a representation that such stockholder intends to appear in person or by proxy at the meeting to bring such business before the meeting;

(g) Amendments to Section 2.8(b) to clarify that meetings of the Board may be held by remote communications, as permitted under NRS 78.320;

(h) Amendments to former Section 3.5 to remove references to a Vice Chairman;

(i) The deletion of former Sections 3.10 and 3.11 that described a Chief Corporate Officer and Chief Medical Officer position, which are inapplicable to the Company;

(j) Amendments to Section 4.1(a) and the addition of a new Section 4.1(e) to provide for the Governance and Nominating Committee as a standing committee of the Board;

(k) Amendments to Section 6.5 to clarify the authority of the Company to issue certificates or uncertificated shares in place of lost, stolen or destroyed certificates, and to also require the owner to give a bond;

(l) Amendments to Sections 9.1 and 9.2 to add a provision that the Company is not required to indemnify its directors, officers, employees or agents if such person (i) breached their fiduciary duties to the Company through intentional misconduct, fraud, or a knowing violation of law, (ii) did not act in good faith and in a manner that such person

reasonably believed to be in the best interests of the Company and in the case of a criminal action, did not have reasonable cause to believe their conduct was unlawful, which confirms with NRS 78.751(3)(a);

(m) The addition of a new Article X which adds provisions related to the Company’s (i) registered agent, (ii) principal office, (iii) purpose and (iv) books and records;

(n) The addition of a new Article XVI which adds provisions related to (i) conflicts with the Company’s Articles of Incorporation and (ii) the treatment of invalid provisions of the Bylaws; and

(o) A number of other clarifying, conforming, and immaterial amendments.

This description of the amendments to the Bylaws is qualified in its entirety by reference to the text of the Bylaws, which is included as Exhibit 3.2 to this Quarterly Report on Form 10-Q and is incorporated herein by reference.

(c) Insider Trading Plans

During the quarter ended March 31, 2025, no director or Section 16 officer adopted, modified, or terminated any “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement” (in each case, as defined in Item 408(a) of Regulation S-K).

Rule 10b5-1 Arrangement Terminated [Flag]

false

Non-Rule 10b5-1 Arrangement Terminated [Flag]

false