14 unchanged sentences
under the Securities Act and setting forth the restrictions on the transferability and the sale of the securities.
−Removed: Between June 22, 2021 and June 25, 2021, we sold
−Removed: an aggregate of 3,885,000 shares of our common stock to 74 “accredited investors” (as defined in Rule 501 under the Securities
−Removed: Act of 1933, as amended (the “Securities Act”) pursuant to a private placement offering at a purchase price of $2.00 per share.
−Removed: These transactions were exempt from registration under Section 4(a)(2) of the Securities Act as not involving any public offering or Regulation
−Removed: D promulgated thereunder.
−Removed: Securities Issued in Connection with the Merger
−Removed: On June 22, 2021, pursuant to the terms of the
−Removed: Merger Agreement, 3,155,944 shares of Biond Photonics’ common stock (see Other Sales of Unregistered Securities below for details
−Removed: of those share issuances) were converted into an aggregate of 4,100,000 shares of our common stock.
−Removed: These transactions were exempt from
−Removed: registration under Section 4(a)(2) of the Securities Act as not involving any public offering or Regulation D promulgated thereunder.
−Removed: None of the securities were sold through an underwriter and, accordingly, there were no underwriting discounts or commissions involved.
−Removed: Additional Sales of Unregistered Securities
−Removed: The following list
−Removed: sets forth information as to all securities the Company sold from January 1, 2018, through immediately prior to the consummation of the
−Removed: Merger, which were not registered under the Securities Act.
−Removed: The following description is historical and has not been adjusted to give
−Removed: effect to the Merger.
−Removed: On June 5, 2021, we issued 20,000 (pre-Merger)
−Removed: shares of common stock pursuant to an advisory agreement.
−Removed: On June 10, 2021, we issued an aggregate of 536,530
−Removed: (pre-Merger) shares of common stock pursuant to three individual Advisory Agreements, which includes 189,360 shares to Mr.
−Removed: On June 10, 2021, we issued an aggregate of 99,414
−Removed: (pre-Merger) shares of common stock pursuant to an Omnibus Equity Agreement, pursuant to which each of the signatories pursuant thereto
−Removed: agreed to convert his/her shares issuable under his/her respective Simple Agreements for Future Equity agreements into shares of the Company’s
−Removed: common stock at the close of the Merger.
+Added: On July 1, 2021, we sold an additional 115,000 common
+Added: stock shares at the Offering Price for net proceeds (after deducting offering costs of $23,070) of $206,930 and issued an additional 11,500 warrants
+Added: to purchase common stock to the Placement Agents, all pursuant to the Offering.
Defaults upon Senior Securities
2 unchanged sentences
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.