Item 2. Unregistered Sales of Equity Securities
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
On April 3, 2025 and April 26, 2025 the Company issued 10,000 shares of its Common Stock to Eadwacer Holdings LLC, a consultant, for services rendered in connection with the planned Merger with REalloys. The shares were issued pursuant to an exemption from the registration requirements under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”) and Rule 506 of Regulation D promulgated thereunder.
On April 30, 2025 the Company issued a Senior Convertible Debenture Due the Earlier of the Trigger Date and January 17, 2026 in the principal amount of up to $184,000 (the “Placement Agent Debenture,”) to Palladium Capital Group, LLC (“Palladium”) pursuant to the terms of a Placement Agent Agreement with Palladium dated January 10, 2025. The aggregate principal amount and accrued interest of the Placement Agent Debenture is convertible into Company Common Stock at a conversion price, which is 175% of the closing price of the Company’s common stock (as quoted by the Nasdaq Stock Market, LLC) on the trading day immediately prior to the date of the instrument with a minimum price of $5.00 per share. Furthermore, upon consummation of the pending REalloys Merger, the Company may elect to (i) pay to the holder in cash the entire principal amount of the Placement Agent Debenture then outstanding, together with all accrued and unpaid interest thereon, the Exit Fee (as defined in the Placement Agent Debenture) and any other amounts due thereunder, or (ii) issue to the holder such number of shares of Series C Stock of the Company for aggregate stated value equal to (x) 3.0 multiplied by (y) the entire principal amount of the Placement Agent Debenture then outstanding, together with all accrued and unpaid interest thereon, the Exit Fee (as defined in the Placement Agent Debenture) and other amounts due thereunder. The Placement Agent Debenture to be issued under the Placement Agent Agreement was issued pursuant to an exemption from the registration requirements under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”) and Rule 506 of Regulation D promulgated thereunder.
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Item 3. Defaults Upon Senior Securities
None.
Item 4. Mine Safety Disclosures
Not applicable.
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