OTC: CPMV

Our Corporate History and Background

Private Mosaic, a Delaware corporation, was formed
on March 30, 2020. On July 1, 2020, we signed a Material Transfer, Evaluation, and Exclusive Option Agreement (“License Option Agreement”)
with Case Western Reserve University (“CWRU”), granting us the exclusive right to license the cowpea mosaic virus (“CPMV”)
platform technology to treat and prevent cancer and infectious diseases in humans and for veterinary use. On May 4, 2022, we entered into
the license agreement with CWRU (“License Agreement”) pursuant to our rights granted under the License Option Agreement (see
Note 5 to the accompanying audited consolidated financial statements), which was terminated on March 22, 2024. On August 19, 2020, Patriot
Scientific Corporation (now known as Mosaic ImmunoEngineering, Inc.) and Private Mosaic entered into a reverse merger transaction, as
further described below.

1

Reverse Merger

On August 19, 2020, Patriot Scientific Corporation,
a corporation organized under Delaware law on March 24, 1992 (now known as Mosaic ImmunoEngineering, Inc.) and Private Mosaic entered
into a stock purchase agreement (“Stock Purchase Agreement”), whereby one of the wholly owned subsidiaries of Patriot Scientific
Corporation (“PTSC”) merged with and into Private Mosaic, with Private Mosaic surviving as wholly owned subsidiary of PTSC
(the “Reverse Merger”). The transaction closed on August 21, 2020 (“Closing Date”) in accordance with the terms
of the Stock Purchase Agreement.

On the Closing Date, Patriot Scientific Corporation
acquired 100% of the issued and outstanding common stock of Private Mosaic, representing 630,000 shares of its Class A common stock (“Class
A Stock”) and 70,000 shares of its Class B common stock (“Class B Stock”) (collectively referred to as “Target
Common Stock”). In exchange for the Target Common Stock, the holders of the Class A Stock received 630,000 shares of the Company’s
Series A Convertible Voting Preferred Stock (“Series A Preferred”) and holders of the Class B Stock received 70,000 shares
of the Company’s Series B Convertible Voting Preferred Stock (“Series B Preferred”). Each share of Series A Preferred
was converted into 10.194106 shares of common stock as defined in the Series A Certificate of Designation. Each share of Series B Preferred
converts into 11.46837 shares of common stock of the Company, possesses full voting rights, on an as-converted basis, as the common stock
of the Company and contains certain anti-dilution rights, as defined in the Series B Certificate of Designation. On a fully diluted, as
converted basis, the holders of Series A Preferred and Series B Preferred, in aggregate, owned 90% of the issued and outstanding common
stock of the Company as of the Closing Date.

The Reverse Merger was treated by the Company as a
reverse merger in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”).
For accounting purposes, Private Mosaic was considered to have acquired PTSC as the accounting acquirer because: (i) Private Mosaic
stockholders owned 90% of the combined company, on an as-converted basis, immediately following the Closing Date, (ii) Private Mosaic
directors held a majority of board seats in the combined company and (iii) Private Mosaic management held all key positions in the
management of the combined company. Accordingly, Private Mosaic’s historical results of operations replaced PTSC’s historical
results of operations for all periods prior to the Closing Date of the Reverse Merger and, for all periods following the Closing Date
of the Reverse Merger, the results of operations of the combined company are included in the Company’s financial statements.

Other Key Corporate Events

On November 30, 2020, we filed amended and restated
articles of incorporation with the Secretary of State of the State of Delaware (“Amended and Restated Certificate”) to change
the name of the Company to Mosaic ImmunoEngineering, Inc. (“Name Change”) to align the Company’s corporate name with
its new strategic direction, to implement a 1-for-500 reverse stock split (“Reverse Stock Split”), and to reduce the number
of authorized shares of common stock from 600 million to 100 million. The Reverse Stock Split was effective on December 2, 2020. All share
numbers and preferred stock conversion numbers included herein have been retroactively adjusted to reflect the 1-for-500 Reverse Stock
Split. On December 30, 2020, we changed our fiscal year end from May 31 to December 31.

Our funding has primarily come from the issuance of
convertible notes. On May 7, 2021 and February 18, 2022, we issued unsecured convertible promissory notes in the aggregate principal amount
of $575,000 and $341,632, respectively (see Note 6 to the accompanying consolidated financial statements).

As part of our strategy, on April 26, 2024, we entered
into a binding term sheet (“Binding Term Sheet”) with Oncotelic Therapeutics, Inc.(“Oncotelic”) pursuant to which
we intend to acquire (i) certain rights to Oncotelic’s clinical stage necroptosis cancer therapies associated with its vascular
disruptive agents (“VDAs”) and related regulatory and clinical packages, and (ii) non-exclusive access to its proprietary
Artificial Intelligence (“AI”) technologies for identifying immunotherapy combinations, in exchange for shares of our common
stock valued at $15.0 million upon execution of the definitive agreement, or a combination of common stock and preferred stock to be determined
by the parties, along with additional milestones allowing Oncotelic to earn up to an additional $15.0 million in shares of common stock
that would be valued at the time of issuance, if earned. Pursuant to the Binding Term Sheet, we and Oncotelic agreed to negotiate in good
faith towards the execution of a definitive agreement and the closing of the transaction, which is subject to customary due diligence
and other conditions, including obtaining shareholder approval for the transaction and receiving waivers from our holders of Convertible
Notes representing at least 90% of the principal amount outstanding from any payment that would become due and payable upon a corporate
transaction as contemplated under the Binding Term Sheet. The Binding Term Sheet expired on June 30, 2025.

2

On May 8, 2024, we entered into a convertible note
purchase agreement with Oncotelic for up to $70,000 in funding with interest at a rate of 16% per annum. Amounts totaling $70,000 were
received at various times during the year ended December 31, 2024. On December 12, 2024, we repaid the entire outstanding principal of
$70,000 along with accrued interest of $6,214. As of December 31, 2024, there were no amounts due or outstanding under the convertible
note purchase agreement with Oncotelic.

On July 1, 2024, we entered into a Master Services
Agreement with Oncotelic whereby we perform advisory and related services in connection with studies and projects. During the years ended
December 31, 2025 and 2024, we earned $14,000 and $42,000, respectively, for advisory and related services which is recorded in other
income in the accompanying consolidated statements of operations. The Master Services Agreement expired effective February 28, 2025.

On November 18, 2024, we entered into an unsecured
convertible promissory note (“Note Purchase Agreement”) with an accredited investor (“Investor”) for proceeds
of up to $200,000 to be used for general corporate purposes. On December 4, 2024, the Company received $200,000 under the note purchase
agreement and issued an unsecured convertible note bearing interest at a rate of 5% per annum that is due and payable upon closing a financing
of at least $10.0 million or convertible into shares of common stock of the Company, at the sole discretion of the accredited investor.
The number of shares of common stock to be issued, if converted, would be equal to the unpaid principal amount and accrued and unpaid
interest thereon divided by the closing price of our common stock on the date that is one day prior to such election. As of December 31,
2025 and 2024, the Company has accrued $10,741 and $740, respectively, in interest that is included in other accrued expenses within the
accompanying consolidated balance sheet.

Patents and Proprietary Rights

If we successfully identify new product candidates
and license those rights, our patent strategy is to in-license and/or file patent applications on innovations and improvements to cover
a significant majority of the major pharmaceutical markets in the world. Generally, assuming all maintenance fees (annuities) are paid,
patents have a term of twenty years from the earliest priority date (other than a priority date for a provisional application). In some
instances, patent terms can be increased or decreased, depending on the laws and regulations of the country or jurisdiction that issued
the patent. Notwithstanding the foregoing, the patent position of biotechnology and pharmaceutical companies generally is highly uncertain,
involves complex legal and factual questions and has in recent years been the subject of much litigation. In addition, the laws of foreign
countries may not protect our rights to the same extent as the laws of the United States. Publications of discoveries in the scientific
literature often lag behind the actual discoveries, and patent applications in the United States and other jurisdictions are typically
not published until 18 months after filing, or in limited cases not at all. Therefore, we cannot know with certainty whether we would
be the first to make the inventions claimed in any potentially owned or licensed patents or pending patent applications, or that we were
the first to potentially file for patent protection of such inventions. Also, examinations are often lengthy and can involve numerous
challenges to the claims sought. As a result, the issuance, scope, validity, enforceability and commercial value of any patent rights
are highly uncertain. Any potential pending or future patent applications may not result in patents being issued which protect our technology
or products, in whole or in part, or which effectively prevent others from commercializing competitive technologies and products. Changes
in either the patent laws or interpretation of the patent laws in the United States, the European Union, and other countries may diminish
the value of the underlying patents under our License Agreement or narrow the scope of our patent protection.

Our potential success will depend in large part on
our ability to secure rights to new technologies and obtain and maintain patent protection in the United States, the European Union, and
other major pharmaceutical markets with respect to any new proprietary technology or product candidates.

In addition, the patent prosecution process is expensive
and time-consuming, and we may not be able to file and prosecute all necessary or desirable patent applications at a reasonable cost or
in a timely manner. We may choose not to seek patent protection for certain innovations and may choose not to pursue patent protection
in certain jurisdictions, and under the laws of certain jurisdictions, patents or other intellectual property rights may be unavailable
or limited in scope. Moreover, in some circumstances, we may not have the right to control the preparation, filing and prosecution of
patent applications, or to maintain the patents covering technology under a license agreement. Therefore, these potential patents and
applications may not be prosecuted and enforced in a manner consistent with the best interests of our business. Any inability by us or
any future licensor to protect adequately any potential intellectual property we may secure in the future may have a material adverse
effect on our business, operating results, and financial position.

3

Our Trade Secrets

We also may rely upon unpatented trade secrets,
and there is no assurance that others will not independently develop substantially equivalent proprietary information and techniques
or otherwise gain access to our trade secrets or disclose such technology, or that such rights can be meaningfully protected. We
require our employees, consultants, outside scientific collaborators, and other advisers to execute confidentiality agreements upon
the commencement of employment or consulting relationships with us. These agreements provide that all confidential information
developed or made known to the individual during the individual’s relationship with us is to be kept
confidential and not disclosed to third parties except in specific circumstances. In the case of our employees, the agreement
provides that all inventions conceived by such employees shall be our exclusive property. There can be no assurance, however, that
these agreements will provide meaningful protection or adequate remedies for our trade secrets in the event of unauthorized use or
disclosure of such information.

Third-Party Rights

Our success also depends in part on our ability to
gain access to third-party patent and proprietary rights and to operate our business without infringing on third-party patent rights.
We may be required to obtain licenses to patents or other proprietary rights from third parties to develop, manufacture and commercialize
potential product candidates. Licenses required under third-party patents or proprietary rights may not be available on terms acceptable
to us, if at all. If we do not obtain the required licenses, we could encounter delays in product development while we attempt to redesign
products or methods or we could be unable to develop, manufacture or sell products, if approved, requiring these licenses at all. The
failure to obtain licenses, if needed, may have a material adverse effect on our business, operating results, and financial position.

Government
Regulation

Regulatory Compliance

Pending our ability to raise sufficient capital and
successfully identify new product candidates and license or acquire those rights, the anticipated research and development activities,
including testing in laboratory animals and in humans, manufacture of product candidates, and oversight of suppliers and contract manufacturers
involved in the production of product candidates, as well as the design, manufacturing, safety, efficacy, handling, labeling, storage,
record-keeping, advertising, promotion and marketing of these product candidates that we may develop, are all subject to stringent regulation,
primarily by the FDA in the United States under the Federal Food, Drug, and Cosmetic Act (the “FDCA”) and its implementing
regulations, and the Public Health Service Act (“PHS Act”) and its implementing regulations, and by comparable authorities
under similar laws and regulations in other countries. If for any reason we do not comply with applicable requirements, such noncompliance
can result in various adverse consequences, including one or more delays in approval of, or even the refusal to approve, product licenses
or other applications, the suspension or termination of clinical investigations, the revocation of approvals if granted, as well as fines,
criminal prosecution, recall or seizure of products, injunctions against shipping products and total or partial suspension of production
and/or refusal to allow us to enter into governmental supply contracts.

4

Product Development and Approval Process

Pending our ability to raise sufficient capital and
successfully identify new product candidates and license or acquire those rights, in the United States, product candidates we may develop
may likely be regulated as biologic pharmaceuticals, or biologics. The FDA’s regulatory authority for the approval of biologics
resides in the PHS Act. However, biologics are also subject to regulation under the FDCA because most biological products also meet the
FDCA’s definition of “drugs.” Most pharmaceuticals or “conventional drugs” consist of pure chemical substances
and their structures are known. Most biologics, however, are complex mixtures that are not easily identified or characterized. Biological
products differ from conventional drugs in that they tend to be heat-sensitive and susceptible to microbial contamination, thus requiring
sterile manufacturing processes. The process required by the FDA before biologic product candidates may be marketed in the United States
generally involves the following:

·
completion of preclinical laboratory tests and animal studies performed in accordance with the FDA’s current Good Laboratory Practices regulations;

·
submission to the FDA of an IND which must become effective before human clinical trials may begin and must be updated annually;

·
approval by an independent Institutional Review Board (“IRB”) ethics committee at each clinical site before the trial is initiated;

·
performance of adequate and well-controlled clinical trials to establish the safety, purity and potency of the proposed biologic, and its safety and efficacy for each indication;

·
preparation of and submission to the FDA of a Biologics License Application (“BLA”) for a new biologic, after completion of all pivotal clinical trials;

·
satisfactory completion of an FDA Advisory Committee review, if applicable;

·
a determination by the FDA within 60 days of its receipt of a BLA to file the application for review;

·
satisfactory completion of an FDA pre-approval inspection of the manufacturing facilities to assess compliance with current Good Manufacturing Practice (“cGMP”) regulations; and

·
FDA review and approval of a BLA for a new biologic, prior to any commercial marketing or sale of the product in the United States.

Preclinical tests assess the potential safety and
efficacy of a product candidate in animal models. Clinical trials involve the administration of the investigational product to human subjects
under the supervision of qualified investigators in accordance with current Good Clinical Practices (“cGCPs”), which include
the requirement that all research subjects provide their informed consent for their participation in any clinical trial. A protocol for
each clinical trial and any subsequent protocol amendments must be submitted to the FDA as part of the IND. Additionally, approval must
also be obtained from each clinical trial site’s IRB before the trials may be initiated, and the IRB must monitor the study until
completed. There are also requirements governing the reporting of ongoing clinical trials and clinical trial results to public registries.

5

The clinical investigation of a pharmaceutical, including
a biologic, is generally divided into three phases followed by potential post-market obligations. Although the phases are usually conducted
sequentially, they may overlap or be combined.

·
Phase I studies are designed to evaluate the safety, dosage tolerance, metabolism and pharmacologic actions of the investigational product in humans, the side effects associated with increasing doses, and if possible, to gain early evidence on effectiveness.

·
Phase II includes controlled clinical trials conducted to preliminarily or further evaluate the effectiveness of the investigational product for a particular indication(s) in patients with the disease or condition under study, to determine dosage tolerance and optimal dosage, and to identify possible adverse side effects and safety risks associated with the product.

·
Phase III clinical trials are generally controlled clinical trials conducted in an expanded patient population generally at geographically dispersed clinical trial sites, and are intended to further evaluate dosage, clinical effectiveness and safety, to establish the overall benefit-risk relationship of the investigational product, and to provide an adequate basis for product approval.

·
Phase IV clinical trials may be required to as post-marketing studies to find out more about the product’s long-term risks, benefits, and optimal use, or to test the drug in different populations.

The FDA may place clinical trials on hold at any point
in this process if, among other reasons, it concludes that clinical subjects are being exposed to an unacceptable health risk. Trials
may also be terminated by IRBs, which must review and approve all research involving human subjects. Side effects or adverse events that
are reported during clinical trials can delay, impede or prevent marketing authorization.

The results of the preclinical and clinical testing,
along with information regarding the manufacturing of the product and proposed product labeling, are evaluated and, if determined appropriate,
submitted to the FDA through a BLA. The application includes all relevant data available from pertinent preclinical and clinical trials,
including negative or ambiguous results as well as positive findings, together with detailed information relating to the product’s
chemistry, manufacturing, controls and proposed labeling, among other things. Once the BLA submission has been accepted for filing,
the FDA’s standard goal is to review applications within ten months of the filing date or, if the application relates to a drug
that treats a serious condition and would provide a significant improvement in safety or effectiveness qualifying for Priority Review,
six months from the filing date. The review process is often significantly extended by FDA requests for additional information or
clarification.

The FDA offers certain programs, such as Breakthrough
Therapy Designation (“BTD”) and Fast Track designation, designed to expedite the development and review of applications for
products intended for the treatment of a serious or life-threatening disease or condition. For BTD, preliminary clinical evidence of the
product indicates that it may demonstrate substantial improvement over existing therapies on one or more clinically significant endpoints,
such as substantial treatment effects observed early in clinical development. If BTD or Fast Track designation is obtained, the FDA may
initiate review of sections of a BLA before the application is complete, and the product may be eligible for accelerated approval. However,
receipt of BTD or Fast Track designation for a product candidate does not ensure that a product will be developed or approved on an expedited
basis, and such designation may be rescinded if the product candidate is found to no longer meet the qualifying criteria.

The FDA reviews the BLA to determine, among other
things, whether the proposed product is safe, pure and potent, which includes determining whether it is effective for its intended use,
and whether the product is being manufactured in accordance with cGMP, to assure and preserve the product’s identity, strength,
quality, potency and purity. The FDA may refer an application to an advisory committee for review, evaluation and recommendation as to
whether the application should be approved, and applications for new molecular entities and original BLAs are generally discussed at advisory
committee meetings unless the FDA determines that this type of consultation is not needed under the circumstances. The FDA is not bound
by the recommendation of an advisory committee, but it typically follows such recommendations.

6

After the FDA evaluates the BLA and conducts inspections
of manufacturing facilities, it may issue an approval letter or a complete response letter (“CRL”). An approval letter authorizes
commercial marketing of the biologic product with specific prescribing information for specific indications. A CRL indicates that the
review cycle of the application is complete and the application is not ready for approval. A CRL may require additional inspections, and/or
other significant, expensive and time-consuming requirements related to clinical trials, preclinical studies or manufacturing. Even if
such additional information is submitted, the FDA may ultimately decide that the BLA does not satisfy the criteria for approval. The FDA
could approve the BLA with a Risk Evaluation and Mitigation Strategy (“REMS”) plan to mitigate risks, which could include
medication guides, physician communication plans, or elements to assure safe use, such as restricted distribution methods, patient registries
and other risk minimization tools. The FDA also may condition approval on, among other things, changes to proposed labeling, development
of adequate controls and specifications, or a commitment to conduct one or more post-market studies or clinical trials. Such post-market
testing may include Phase IV clinical trials and surveillance to further assess and monitor the product’s safety and effectiveness
after commercialization.

Foreign Regulation

In addition to regulations in the United States, we
could be subject to a variety of foreign regulations governing clinical trials and commercial sales and distribution of product candidates
we plan to potentially secure and develop, and products being marketed outside of the United States. We must obtain approval by the comparable
regulatory authorities of foreign countries before we can commence clinical trials or marketing of any products in those countries. The
approval process varies from country to country, and the time may be longer or shorter than that required by the FDA for BLA licensure.
The requirements governing the conduct of clinical trials, product licensing, pricing and reimbursement vary greatly from country to country.

Manufacturing

We currently do not possess any internal manufacturing
infrastructure or capabilities. Pending our ability to raise sufficient capital and successfully identify new product candidates and license
or acquire those rights, for any new product candidates, we would plan to rely on internal manufacturing and development capabilities,
as capital resources become available and capabilities are developed, in addition to third-party contract manufacturing and development
organizations, or CDMOs, to manufacture biological product candidates for clinical testing, as well as for commercial manufacture if any
product candidates receive marketing approval. We believe that this hybrid strategy would enable us to control and manage preclinical
and early-stage clinical manufacturing while outsourcing other aspects of manufacturing and later-stage clinical manufacturing that would
likely require higher infrastructure cost to build and operate. As with any supply program, obtaining pre-clinical and clinical materials
of sufficient quality and quantity to meet the requirements of our development programs cannot be guaranteed and we cannot ensure that
we will be successful in this endeavor. To date, we have not manufactured any products candidates due to our limited capital resources.

Sales and
Marketing

None of our historical product candidates has been
approved for sale. If and when a product candidate advances closer to marketing approval, we may commercialize them on our own in the
United States and potentially with pharmaceutical or biotechnology partners in other geographies. We currently have no sales, marketing
or commercialization capabilities and have no experience as a company doing such activities. However, we may build the necessary capabilities
and infrastructure over time following the advancement of our product candidates. Clinical data, the size of the opportunity and the size
of the commercial infrastructure required will influence our commercialization plans and decision making.

7

Competition

Competition in the pharmaceutical and biotechnology
industry is intense and characterized by aggressive research and development and rapidly evolving science, technology, and standards of
medical care throughout the world. Pending our ability to raise sufficient capital and successfully identify new product candidates and
license or acquire those rights, the competitive position in the industry and our focus on immunotherapies for the treatment of cancer,
we would face competition with all other immuno-oncology products either in development or already approved. Many of the companies against
which we may compete in the future, such as biotechnology and pharmaceutical companies focused on cancer immunotherapies, including but
not limited to, Amgen, Inc., AstraZeneca plc, Bristol-Myers Squibb Company (“BMS”), Genentech, Inc., GlaxoSmithKline PLC,
Merck & Co., Inc., Novartis AG, Pfizer Inc., Roche Holding Ltd and Sanofi S.A., all have significantly greater financial resources
and expertise in research and development, manufacturing, conducting preclinical studies, conducting clinical trials, obtaining regulatory
approvals and marketing approved products than we do. Oncology drugs and therapeutics on the market range from traditional cancer therapies,
including chemotherapy, to immune checkpoint inhibitors targeting CTLA-4, such as BMS’ YERVOY, and PD-1/PD-L1, such as BMS’
OPDIVO, Merck & Co.’s KEYTRUDA and Genentech’s TECENTRIQ, to T cell-engager immunotherapies, such as Amgen’s
BLINCYTO.

Moreover, mergers and acquisitions in the pharmaceutical
and biotechnology industries may result in even more resources being concentrated among a smaller number of our competitors. Smaller and
other early-stage companies may also prove to be significant competitors, particularly through collaborative arrangements with large and
established companies. Potential competitors also include academic institutions, government agencies and other public and private research
organizations that conduct research, seek patent protection and establish collaborative arrangements for research, development, manufacturing
and commercialization. These third parties also compete with us in recruiting and retaining qualified scientific and management personnel,
establishing clinical trial sites and patient registration for clinical trials, as well as in acquiring technologies complementary to,
or necessary for, our programs. Our potential commercial opportunity could be reduced or eliminated if our competitors develop and commercialize
products that are safer, more effective, have fewer or less severe side effects, are more convenient or are less expensive than any products
that we may develop in the future, pending our ability to raise sufficient capital. In addition, our ability to compete may be affected
in many cases by insurers or other third-party payers seeking to encourage the use of biosimilar or generic products.

Segment
information

The Company manages its operations as a single operating
segment for the purposes of assessing performance and making operating decisions. The Company’s primary focus is on research and
development of immunotherapies with broad potential to treat cancer.

Corporate
Information

Mosaic ImmunoEngineering, Inc., formerly known as
Patriot Scientific Corporation, is a corporation organized under Delaware law on March 24, 1992. The Company has two wholly owned
subsidiaries: Mosaic ImmunoEngineering Development Company (formerly referred to as Private Mosaic in connection with the Reverse Merger),
a corporation organized under Delaware law on March 30, 2020 (date of inception) and Patriot Data Solutions Group, Inc., an inactive
subsidiary of PTSC.

Our business address is 9114 Adams Avenue, #202, Huntington
Beach, California 94646 and our telephone number is (657) 208-0890. Our website address is www.mosaicie.com. The information
contained in, or that can be accessed through, our website is not part of, and is not incorporated in this Report, and should not be relied
upon.

Human Capital

At December 31, 2025, we have two full-time employees
and five part-time employees, most of which, have been generally inactive due to insufficient capital. In addition, we also engage consultants,
as needed. Our employees are not represented by a labor union, and we consider our relations with our employees to be good. Our employees
are not covered by a key-person life insurance policy.

8

Available
Information

Reports we file with the Securities and Exchange Commission
(“SEC”) pursuant to the Exchange Act of 1934, as amended (the “Exchange Act”), including annual and quarterly
reports, and other reports we file, are available for inspection and review on the website of the SEC at www.sec.gov. In addition, we
also make available, free of charge, through our website at www.mosaicie.com, our reports filed with the SEC or by written request to
the Company at Mosaic ImmunoEngineering, Inc., 9114 Adams Avenue, #202, Huntington Beach, California 92646, Attention: Corporate Secretary.
The information contained in, or that can be accessed through, our website is not part of, and is not incorporated in this Report, and
should not be relied upon.

Smaller
Reporting Company

We are currently a “smaller reporting company”
as defined by Rule 12b-2 of the Exchange Act, and are thus allowed to provide simplified executive compensation disclosures in our filings,
are exempt from the provisions of Section 404(b) of the Sarbanes-Oxley Act requiring that an independent registered public accounting
firm provide an attestation report on the effectiveness of internal control over financial reporting and have certain other reduced disclosure
obligations with respect to our SEC filings.