Note 13 - Subsequent Events

The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the condensed financial statements were issued. Based upon this review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the condensed financial statements.

Nasdaq Deficiency Letter

On April 9, 2024, the Company received a deficiency letter from the Nasdaq Listing Qualifications Department indicating that the Company was not in compliance with Nasdaq’s Listing Rule 5550(b)(1) because the Company’s stockholders’ equity for the year ended December 31, 2023, as reported in the Company’s Form 10-K, was below the minimum stockholders’ equity requirement of $2,500,000 (the “Stockholders’ Equity Requirement”). The notice had no immediate effect on the Company’s continued listing on Nasdaq, subject to the Company’s compliance with the other continued listing requirements. In accordance with Nasdaq rules, the Company has been provided 45 calendar days to submit a plan to regain compliance with the Stockholders’ Equity Requirement (the “Compliance Plan”). If the Compliance Plan is accepted, Nasdaq may grant up to 180 calendar days from the date of the notice for the Company to regain compliance with the Stockholders’ Equity Requirement. The Company intends to timely submit a Compliance Plan to Nasdaq to regain compliance with the Stockholders’ Equity Requirement. There can be no assurance that Nasdaq will accept the Company’s plan or that the Company will be able to regain compliance with Listing Rule 5550(b)(1) or maintain compliance with any other Nasdaq requirement in the future.

April 2024 Convertible Notes

On April 3, 2024, the Company issued an aggregate of $1,616,162 million in principal amount of unsecured convertible promissory notes (the “April 2024 Convertible Notes”) for $1,600,000 in proceeds to select accredited investors to fund inventory growth, growth in working capital, and general operations. The aggregate principal amount of the April 2024 Convertible Notes is inclusive of $1,121,212 from related parties. The April 2024 Convertible Notes were issued with an original issue discount of 1%, accrue interest annually at a rate of 12% and will mature on December 31, 2024. The April 2024 Convertible Notes will automatically convert in the securities issued in the next sale (or series of related sales) by the Company of its equity securities, following the date of the April 2024 Convertible Notes, from which the Company receives gross proceeds of not less than $3,000,000.