Item 5.07 Submission of Matters to A Vote of Security Holders. 

On February 3, 2023, we held our previously adjourned annual meeting of stockholders (the “Annual Meeting”). Nine (9) proposals were submitted to our stockholders for a vote at the Annual Meeting. The proposals were described in detail in the Proxy Statement filed with the Securities and Exchange Commission (the “SEC”) on December 6, 2023 (the “Proxy Statement”). As of the close of business on December 6, 2022, the record date for the Annual Meeting, there were 10,260,157 shares of Common Stock, 15,266 shares of Series A Convertible Preferred Stock (“Series A Preferred Stock”) and 190,786.42 shares of shares of our Series B Preferred Stock (“Series B Preferred Stock”) outstanding and entitled to vote on the proposals described below, subject to any redemption or voting rights of the Board with respect to the Series B Preferred Stock as described in the Proxy Statement. 

To the extent a holder of record had a right to vote for on a proposal, such holder’s shares were voted with the other class(es) that also had a right to vote for such proposal, together as a single class. Holders of record of shares of Common Stock had the right to vote on all matters brought before the Annual Meeting. Holders of record of shares of Series A Preferred Stock had the right to vote on all matters brought before the Annual Meeting, except for Proposal 5-Series A Conversion Nasdaq Proposal. Shares of Series B Preferred Stock had the right to vote on Proposal 3- Share Increase Proposal, Proposal 4- Reverse Stock Split Proposal, and Proposal 9- Adjournment Proposal. The matters described below were submitted to a vote of the Company’s stockholders at the Annual Meeting. Each proposal is described in detail in the Proxy Statement. Based on the preliminary results, it was announced at the Annual Meeting that Proposal 4-the Reverse Stock Split Proposal was approved. However, based on final results such proposal along with Proposal 3-Share Increase Proposal, and Proposal 5- Series A Conversion Nasdaq Proposal were not approved by the requisite vote. 

The final results of the votes for all the Proposals are as follows: 

Proposal 1: To elect two (2) Class I directors, Soren G. Jensen and Thomas Jensen, to serve until the 2026 annual meeting of stockholders or until their respective successors are duly elected and qualified. 

Proposal 2: To approve the issuance of Common Stock in one or more non-public offerings at a price below the minimum price of our Common Stock and in a number that will exceed 20% of our outstanding shares of Common Stock in accordance with Nasdaq Rule 5635(d).

Proposal 3: To approve an amendment to our Certificate of Incorporation, as amended, to increase the number of authorized shares from 30,500,000 to 150,500,000, and to increase the number of our common stock from 30,000,000 to 150,000,000, in substantially the form attached to the Proxy Statement as Appendix A (the “Share Increase Proposal”).

Proposal 4: To approve an amendment to our Certificate of Incorporation, as amended, in substantially the form attached to the Proxy Statement as Appendix B, to, at the discretion of the Board of Directors of the Company (the “Board”), effect a reverse stock split with respect to the Company’s issued and outstanding common stock, par value $0.0001 per share, at a ratio between 1-for-2 and 1-for-10 (the “Range”), with the ratio within such Range to be determined at the discretion of the Board (the “Reverse Stock Split Proposal”) and included in a public announcement.

Proposal 5: To approve the issuance of common stock at a price below the minimum price and in a number that will exceed 20% of our outstanding shares of common stock in accordance with Nasdaq Rule 5635(d) in connection with the shares of common stock that may be issuable upon conversion of shares of Series A Preferred Stock pursuant to an amendment to our Certificate of Designations of Series A Convertible Preferred Stock, as amended, to decrease the conversion price from $9.9061 to $2.00 and the floor price from $1.98 to $0.10, which conversion and floor prices may be further adjusted by the Board subject to the listing requirements of the Nasdaq Stock Market (the “Series A Conversion Nasdaq Proposal”).

Proposal 6: To approve, on an advisory basis, the compensation of our named executive officers

Proposal 7: To indicate, on an advisory basis, the preferred frequency of holding an advisory vote on the compensation of our named executive officers.

Proposal 8: To approve the issuance of Common Stock in connection with entering into a proposed equity line of credit at prices below the minimum price of our Common Stock and in a number that will exceed 20% of our outstanding shares of Common Stock in accordance with Nasdaq Rule 5635.

Proposal 9: To approve the adjournment of the meeting, if necessary or advisable, to solicit additional proxies in favor of the Share Increase Proposal or the Reverse Stock Split Proposal (“Adjournment Proposal”).

For more information about the foregoing Proposals and voting rights associated with the Common Stock, Series A Preferred Stock and Series B Preferred Stock, see the Proxy Statement, the relevant portions of which are incorporated herein by reference. The results reported above are the final voting results. No other matters were considered or voted upon at the meeting.

Pursuant to the Certificate of Designations of the Series B Preferred Stock (“Series B COD”), all shares of Series B Preferred Stock that were not present in person or by proxy at the Annual Meeting as of immediately prior to the opening of the polls at the Annual Meeting were automatically redeemed (the “Initial Redemption”). In addition, any outstanding shares of Series B Preferred Stock that were not redeemed pursuant to the Initial Redemption were automatically redeemed in whole upon the conclusion of the Annual Meeting.