Item 2. Unregistered Sales of Equity Securities
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
During the three months ended August 31, 2024, we issued and sold the following unregistered securities:
In connection with the execution of the SEPA, we agreed to pay a commitment fee of $2,125,000 to YA Fund, payable on the effective date of the SEPA, in the form of the issuance of 456,287 shares of Common Stock, representing $2,125,000
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divided by the average of the daily VWAPs of the Common Stock during the three trading days immediately prior to the date of the SEPA.
The foregoing issuance of securities was not registered under the Securities Act of 1933, as amended (the “Securities Act”) or the securities laws of any state, and the securities were offered and issued in reliance on the exemption from registration under the Securities Act afforded by Section 4(a)(2).
During the three months ended August 31, 2024, there were no other unregistered sales of our securities except as previously reported in our Current Reports on Form 8-K.
Item 3. Defaults Upon Senior Securities
Not applicable.
Item 4. Mine Safety Disclosures
Not applicable.
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