Against a 550,801-share tradeable float: (1) a $5.16M 20% OID senior convertible note becomes holder-convertible on 2026-09-11 (ten days out) at the greater of 80% of the 3-day VWAP and a $5.4845 floor — up to ~940,742 shares, 171% of the float, though the floor currently sits ABOVE the $4.53 market, which caps the classic death-spiral mechanic and pushes the holder toward repayment or the 5% extension to 2026-12-11; (2) 597,610 pre-funded warrants at $0.001 issued 2026-08-31 are convertible-to-stock at will and equal 108% of the float; (3) 1,058,517 Series A warrants at $5.02 are only 11% out-of-the-money — 192% of the float in near-money paper on a 5-year term; (4) a brand-new $4,397,821 ATM (2026-08-11, A.G.P.) equals ~970,000 shares at current price, 176% of float and 146% of the $3.0M market cap, live as soon as the S-3 goes effective; (5) shareholders approved (Proposal 5, July 2026) blanket authority to issue up to 250,000,000 pre-split shares plus 250,000,000 warrant shares, up to $50M, at discounts as deep as 80% to market, with an outside date of 2026-10-23. Offsetting the score: the note's floor is above market, the bulk of legacy warrants (716,705 at a $33.08 WAEP, incl. 473,685 at $13.30) are deeply out-of-the-money with no disclosed reset, and stock-based paper (504 options at $390.25, 34,573 RSUs) is immaterial.