21 unchanged sentences
The Company received a failure to comply with Nasdaq minimum bid pricing letter on October 7, 2019 which was cleared on April 9, 2020.
−Removed: On January 6, 2021, the Company received a notice of deficiency related to Nasdaq’s required annual shareholder meeting standards.
−Removed: The Company replied and submitted a plan to rectify the deficiency.
−Removed: The notice is open as of the filing date.
+Added: On January 6, 2021, the Company received a notice of deficiency related to Nasdaq’s required annual shareholder meeting standards which was cleared on April 26, 2021.
Recent Sales of Unregistered Securities.
8 unchanged sentences
Based on an analysis of the above factors, we believe we have met the requirements to qualify for exemption under section 4(a)(2) of the Securities Act of 1933 for this transaction.
−Removed: On January 16, 2019, an affiliate of the Company converted its remaining 29,051 shares of Series A Preferred into 96,837 common shares.
−Removed: On January 17, 2019, a non-affiliated shareholder partially exercised 300,000 shares of a warrant they held in the Company.
−Removed: The exercise was cashless, and the shareholder received 299,697 shares of common stock as a result of the conversion.
−Removed: On January 25, 2019, the Company extended its consulting agreement with Redstone Communications, LLC for an additional six-month term, and as a result, we issued 105,000 restricted common shares to Redstone Communications LLC and 45,000 restricted common shares to Mr.
−Removed: Marlin Molinaro, another five-year warrant to purchase up to 175,000 common shares of our Company at an exercise price of $1.50 per share and issued to Mr.
−Removed: Marlin Molinaro another five-year warrant option to purchase up to 75,000 common shares of our Company at an exercise price of $1.50 per share as compensation for the second six months of an agreement.
−Removed: Should Redstone Communications, LLC and Mr.
−Removed: If the warrants which are received under the second six months of engagement are exercised, the Company will receive up to $262,500 and $112,500, respectively.
−Removed: The common shares were valued at $10.50 on January 25, 2019 and resulted in an expense of $1,575,000 which was recorded in full on January 25, 2019.
−Removed: The corresponding expense of the issued warrants was recorded in full in the amount of $2,385,000.
−Removed: On January 27, 2019, the Company issued 1,000 shares of common shares to an unrelated party for the consideration of $5,000 cash to the Company.
−Removed: On January 28, 2019, the Company issued a total of 400 shares of common shares to two unrelated parties for the total consideration of $2,000 cash to the Company.
−Removed: On January 30, 2019, the Company entered into an Investor Relations Agreement with American Capital Ventures, Inc.
−Removed: (“American Capital”) whereby American Capital will provide, among other services, assistance to the Company in planning, reviewing and creating corporate communications, press releases, and presentations and consulting and liaison services to the Company relating to the conception and implementation of its corporate and business development plan.
−Removed: The term of the agreement is six months and American Capital was immediately issued 9,000 shares of common shares as compensation under the agreement.
−Removed: The common shares were valued at $10.80 on January 30, 2019 and resulted in an expense of $97,200 which was recorded in full on January 30, 2019.
−Removed: On January 31, 2019, the Company issued a total of 3,917 shares of common shares, priced at $6 per share, to an unrelated party for the settlement of trade payables in the total amount of $23,502.
−Removed: If at the time of potential sale of the shares, the listed price per share is below $6, the Company is required to purchase the shares back at $6 per share which results in a contingent liability of $23,502.
−Removed: The common shares were valued at $11.00 on January 31, 2019 and resulted in a loss on settlement of $19,585.
−Removed: On February 1, 2019, the Company issued a total of 1,000 shares of common shares to two unrelated parties for the total consideration of $5,000 cash to the Company.
−Removed: On February 6, 2019, a non-affiliated shareholder partially exercised 300,000 shares of a warrant they held in the Company.
−Removed: The exercise was cashless, and the shareholder received 299,730 shares of common stock as a result of the conversion.
−Removed: On February 4 through February 8, 2019, the Company issued a total of 17,800 shares of common shares to sixteen unrelated parties for the total consideration of $89,000 cash to the Company.
−Removed: On February 10, 2019, $3,000 worth of trade payables were settled with 500 common shares of the company.
−Removed: The common shares were valued at $12.15 on February 10, 2019 and resulted in a loss on settlement of $3,075.
−Removed: On February 12, 2019, the Company executed a contract with an unrelated party for the acquisition of stock and assets of entities with non-operating assets consisting of surface and mineral ownership and other related agreements.
−Removed: Consideration is in the form of 2,000,000 common shares, priced at the closing market price of $12.20 per share of common share, as well as $500,000 cash and a promissory note totaling $2,000,000 with a maturity of less than 1 year.
−Removed: The note is secured by a land contract on the acquired property.
−Removed: On February 14, 2019, 452,729 Series A preferred shares were converted into 1,509,097 common shares of the company in a cashless conversion under the terms of the agreement.
−Removed: This resulted in no more Series A Preferred stock being outstanding as of this date.
−Removed: On February 20, 2019, the Company issued 1,000,000 shares of Class A Common Stock at a price of $4 per share in conjunction with its effective S-1/A Registration Statement.
−Removed: Net proceeds to the Company amounted to $3,695,000.
−Removed: As part of the underwriter agreement, 70,000 warrants to purchase Class A Common Stock were issued to the underwriter.
−Removed: These warrants expire on February 15, 2021 and carry an exercise price of $4.40 per share.
−Removed: The warrants had a value of $123,000 was recorded as an increase and decrease in additional paid in capital.
−Removed: Offering costs totaled $447,000, which has been recorded as a reduction of equity.
−Removed: On February 21, 2019, 50,000 Series C Preferred shares were converted into 13,750 shares of Class A Common Stock in a cashless conversion under the terms of the agreement.
−Removed: This resulted in no more Series C Preferred stock being outstanding as of this date.
−Removed: On March 7, 2019, the Company issued an additional 150,000 shares of Class A Common Stock at a price of $4 per share as the over-allotment from the effective S-1/A Registration Statement.
−Removed: The net proceeds to the company amounted to $558,000.
−Removed: As part of the underwriter agreement, 10,500 warrants to purchase Class A Common Stock were issued to the underwriter.
−Removed: These warrants expire on February 15, 2021 and carry an exercise price of $4.40 per share.
−Removed: The warrants had a value of $23,100 was recorded as an increase and decrease in additional paid in capital.
−Removed: On May 7, 2019, the Company issued 50,000 shares of common stock as part of a settlement of $200,000 to an unrelated entity for the use of certain mining equipment.
−Removed: The stock price at the time of issuance was $3.88 resulting in a settlement gain of $6,000.
−Removed: On May 30, 2019, the Company issued 25,000 shares to an unrelated entity in conjunction with a short-term borrowing facility issued by the entity.
−Removed: The stock price at the time of issuance was $3.49 resulting in a stock interest expense of $87,250.
−Removed: On June 5, 2019, the Company issued options to certain employees in the amount of 175,000 under an adopted stock option plan.
−Removed: The issuance of employee options resulted in an expense totaling $68,736.
−Removed: The total expense will be $353,500 which will be amortized over the three-year vesting period.
−Removed: On June 6, 2019, the Company and a former employee reached a settlement agreement where 107,000 shares of common stock were canceled and returned to the company.
−Removed: These shares were forfeited and returned to the company for no consideration and are accounted for as authorized and not issued.
−Removed: On June 7, 2019, the Company issued 25,000 shares of common stock at $4 per share to an unrelated entity under an equity purchase agreement.
−Removed: The Company received $100,000 cash consideration for the investment.
−Removed: The stock price at the time of issuance was $2.10.
−Removed: If the Company, during the period in which the purchased shares are held by the original entity, issues or sells any shares of common stock for a price less than $4.00, the Company shall issue to the purchaser an additional number of shares of common stock, so as to provide the purchaser the benefit of the reduced price per share.
−Removed: On June 7, 2019, the Company issued 30,000 shares of common stock for consulting services to an unrelated party.
−Removed: The stock price at the time of issuance was $2.10 resulting in an expense totaling $63,000.
−Removed: The consulting agreement is for six months and the shares for services were deemed to have been earned upon execution of the consulting agreement on May 30, 2019.
−Removed: In addition to the shares issued, 75,000 warrants with three-year exercise period and $4.00 strike price were issued upon execution of the consulting agreement resulting in a expense of $139,500.
−Removed: On June 12, 2019, the Company restructured a series of warrants;
−Removed: C-1, C-2, C-3 and C-4, held by an unrelated party as part of the ARC business loan which resulted in an increase in the number of warrants issued from 1.6 million shares across four warrants to 3.0 million shares across four warrants;
−Removed: an increase in the term of the warrants from the date of the amendment from a weighted average of 297 days to 753 days, and a decrease in the weighted average exercise price from $7.665 per share to $4.325 per share.
−Removed: Fair value was determined using the Black-Scholes Option Pricing Model.
−Removed: The incremental value as a result of the modification is a one-time warrant expense totaling $2,545,360.
−Removed: On June 13, 2019, the Company issued 28,000 shares of common stock under a consulting agreement to an unrelated party.
−Removed: The stock price at the time of issuance was $2.53 resulting in a stock-based compensation of $70,840.
−Removed: The term of the consulting agreement is 6 months with monthly payments equal to $5,000 payable in months three through six of the agreement.
−Removed: On July 1, 2019, the Company issued 200,000 common stock options under the Incentive Stock Option Agreement.
−Removed: The options vest equally over an 8 year term and have an exercise price of $3.52 per share.
−Removed: Utilizing a Black-Scholes Option Pricing model, the value of these options at issuance was determined to be $540,000, which is being amortized over the vesting term.
−Removed: On August 16, 2019, the Company issued 300,000 shares of Class A Common Stock in conjunction with a $800,000 loan from an unrelated party.
−Removed: Based on a relative fair value calculation, the stock issuance created a debt discount totaling $210,581 which was fully amortized.
−Removed: On August 27, 2019, the Company issued 3,600,000 shares of Class A Common Stock at a price of $1.04 per share.
−Removed: In conjunction with the common stock issuance, the Company issued warrants to purchase up to 3,600,000 shares of common stock at $.01 for each warrant in conjunction with its effective S-3/A Registration Statement.
−Removed: Net proceeds to the Company amounted to $3,409,600.
−Removed: The warrants to purchase common stock carry an exercise price of $1.20 and a 5-year term.
−Removed: Offering costs totaled $370,400, which has been recorded as a reduction of equity.
−Removed: On September 30, 2019, the Company issued warrants to purchase up to 445,400 shares of common stock at $.01 for each warrant in conjunction with its effective S-3/A Registration Statement.
−Removed: Net proceeds to the Company amounted to $4,098.
−Removed: The warrants to purchase common stock carry an exercise price of $1.20 and a 5-year term.
−Removed: Offering costs totaled $356, which has been recorded as a reduction of equity.
−Removed: On October 11, 2019, the Company issued 70,328 shares of Class A Common Stock pursuant to prior stock purchase agreement dated May 30, 2019.
−Removed: The share price at issuance was $0.67.
−Removed: On October 23, 2019, the Company issued 23,077 shares of Class A Common Stock pursuant to an agreement for public relations.
−Removed: The share price at issuance was $0.70.
−Removed: On October 31, 2019, the Company issued 50,000 shares of Class A Common Stock pursuant to an agreement for investor relations.
−Removed: The share price at issuance was $0.74.
−Removed: On April 1, 2020, the Company issued 600,000 shares of Class A Common Stock pursuant to a lender agreement.
−Removed: The share price at issuance was $1.07.
On May 8, 2020, the Company received 2,000,000 shares of Class A Common Stock pursuant to the agreement of Sale for the Empire Assets.
The share price at return was $0.92.
−Removed: On May 26, 2020, the Company issued 20,000 shares of Class A Common Stock pursuant to an agreement for investor relations.
−Removed: The share price at issuance was $0.94.
−Removed: On June 11, 2020, the Company issued 10,000 shares of Class A Common Stock based upon a warrant exercise.
−Removed: The share price at issuance was $1.17.
−Removed: On July 6, 2020, the Company issued 40,000 shares of Class A Common Stock based upon a warrant exercise.
−Removed: The share price at issuance was $1.74.
−Removed: On July 6, 2020, the Company issued 20,000 shares of Class A Common Stock based upon a warrant exercise.
−Removed: The share price at issuance was $1.74.
−Removed: On July 6, 2020, the Company issued 100,000 shares of Class A Common Stock based upon a warrant exercise.
−Removed: The share price at issuance was $1.74.
−Removed: On July 7, 2020, the Company issued 50,000 shares of Class A Common Stock based upon a warrant exercise.
−Removed: The share price at issuance was $1.31.
−Removed: On July 24, 2020, the Company issued 40,000 shares of Class A Common Stock based upon a warrant exercise.
−Removed: The share price at issuance was $1.37.
−Removed: On July 24, 2020, the Company issued 29,900 shares of Class A Common Stock based upon a warrant exercise.
−Removed: The share price at issuance was $1.37.
−Removed: On September 9, 2020, the Company issued 2,054,000 shares of Class A Common Stock based upon a warrant exercise.
−Removed: The share price at issuance was $1.30.
−Removed: On September 18, 2020, the Company issued 22,714 shares of Class A Common Stock pursuant to a debt conversion.
−Removed: The share price at issuance was $1.61.
−Removed: On October 7, 2020, the Company issued 71,160 shares of Class A Common Stock based upon a warrant exercise.
−Removed: The share price at issuance was $1.63.
−Removed: On October 7, 2020, the Company issued 1,162,209 shares of Class A Common Stock based upon a warrant exercise.
−Removed: The share price at issuance was $1.63.
−Removed: On October 7, 2020, the Company issued 75,000 shares of Class A Common Stock based upon a warrant exercise.
−Removed: The share price at issuance was $1.63.
−Removed: On October 7, 2020, the Company issued 83,000 shares of Class A Common Stock based upon a warrant exercise.
−Removed: The share price at issuance was $1.63.
−Removed: On October 7, 2020, the Company issued 50,000 shares of Class A Common Stock based upon a warrant exercise.
−Removed: The share price at issuance was $1.63.
−Removed: On October 8, 2020, the Company issued 72,895 shares of Class A Common Stock based upon a warrant exercise.
−Removed: The share price at issuance was $2.12.
−Removed: On October 5, 2020, the Company issued 15,000 shares of Class A Common Stock pursuant to an agreement for press relations.
−Removed: The share price at issuance was $1.60.
−Removed: On October 9, 2020, the Company issued 30,303 shares of Class A Common Stock pursuant to an agreement for digital investor relations.
−Removed: The share price at issuance was $2.01.
−Removed: On October 9, 2020, the Company issued 10,000 shares of Class A Common Stock based upon a warrant exercise.
−Removed: The share price at issuance was $2.01.
−Removed: On October 9, 2020, the Company issued 30,000 shares of Class A Common Stock based upon a warrant exercise.
−Removed: The share price at issuance was $2.01.
−Removed: On October 9, 2020, the Company issued 25,000 shares of Class A Common Stock based upon a warrant exercise.
−Removed: The share price at issuance was $2.01.
−Removed: On October 19, 2020, the Company issued 80,000 shares of Class A Common Stock based upon a warrant exercise.
−Removed: The share price at issuance was $1.62.
−Removed: On October 19, 2020, the Company issued 25,000 shares of Class A Common Stock based upon a warrant exercise.
−Removed: The share price at issuance was $1.62.
−Removed: On October 20, 2020, the Company issued 45,000 shares of Class A Common Stock based upon a warrant exercise.
−Removed: The share price at issuance was $1.64.
−Removed: On October 21, 2020, the Company issued 27,628 shares of Class A Common Stock based upon a warrant exercise.
−Removed: The share price at issuance was $1.58.
−Removed: On December 8, 2020, the Company issued 8,000 shares of Class A Common Stock based upon a warrant exercise.
−Removed: The share price at issuance was $1.98.
−Removed: On December 10, 2020, the Company issued 23,000 shares of Class A Common Stock based upon a warrant exercise.
−Removed: The share price at issuance was $1.86.
−Removed: On December 14, 2020, the Company issued 60,000 shares of Class A Common Stock based upon a warrant exercise.
−Removed: The share price at issuance was $1.88.
−Removed: On December 22, 2020, the Company issued 25,000 shares of Class A Common Stock pursuant a debt conversion.
−Removed: The share price at issuance was $1.66.
−Removed: On December 22, 2020, the Company issued 125,000 shares of Class A Common Stock pursuant a debt conversion.
−Removed: The share price at issuance was $1.66.
−Removed: On December 28, 2020, the Company issued 144,346 shares of Class A Common Stock pursuant a debt conversion.
−Removed: The share price at issuance was $1.97.
−Removed: On December 28, 2020, the Company issued 721,730 shares of Class A Common Stock pursuant a debt conversion.
−Removed: The share price at issuance was $1.97.
+Added: On October 8, 2020, the Company issued 5,200,000 shares of Class A Common Stock at a price of $2.50 per share in conjunction with its effective S-3/A Registration Statement.
+Added: Net proceeds to the Company amounted to $12,030,000.
+Added: During 2020, the Company issued 2,608,653 share of Class A Common Stock pursuant to warrant conversions.
+Added: During 2020, the Company issued 6,084,454 shares of Class A Common Stock pursuant to debt conversions.
+Added: During 2020, the Company issued 15,000 shares of Class A Common Stock pursuant to various consulting arrangements.
+Added: During 2020, the Company issued 15,000 shares of Class A Common Stock pursuant to various consulting arrangements.
+Added: During 2020, the Company issued 229,373 shares of Class A Common Stock pursuant to payable conversions.
+Added: On March 17, 2021, 425,000 of restricted common shares were sold.
+Added: Gross proceeds to the Company amounted to $1,275,000.
+Added: On June 9, 2021, the Company issued 8,600,000 shares of Class A Common Stock.
+Added: Net proceeds to the Company after offering expenses amounted to $27,943,000.
+Added: During 2021, the Company issued 3,826,532 share of Class A Common Stock pursuant to warrant conversions.
+Added: During 2021, the Company issued 6,242,859 shares of Class A Common Stock pursuant to debt conversions.
+Added: During 2021, the Company issued 162,000 shares of Class A Common Stock pursuant to various consulting arrangements.
SERIES A PREFERRED STOCK
36 unchanged sentences
OPTIONS AND WARRANTS
−Removed: On June 5, 2019, the Company issued options to certain employees in the amount of 175,000 under an adopted stock option plan.
−Removed: The issuance of employee options resulted in an expense totaling $4,910.
−Removed: The total expense will be $353,500 which will be amortized over the three-year vesting period.
−Removed: On June 12, 2019, the Company restructured a series of warrants;
−Removed: C-1, C-2, C-3 and C-4, held by an unrelated party as part of the ARC business loan which resulted in an increase in the number of warrants issued from 1.6 million shares across four warrants to 3.0 million shares across four warrants;
−Removed: an increase in the term of the warrants from the date of the amendment from a weighted average of 297 days to 753 days, and a decrease in the weighted average exercise price from $7.665 per share to $4.325 per share.
−Removed: Fair value was determined using the Black-Scholes Option Pricing Model.
−Removed: The incremental value as a result of the modification is a one-time warrant expense totaling $2,545,360 as of June 30, 2019.
−Removed: On July 1, 2019, the Company issued 200,000 common stock options under the Incentive Stock Option Agreement.
−Removed: The options vest equally over an 8 year term and have an exercise price of $3.52 per share.
−Removed: Utilizing a Black-Scholes Option Pricing model, the value of these options at issuance was determined to be $540,000, which is being amortized over the vesting term.
−Removed: On September 30, 2019, the Company issued warrants to purchase up to 445,400 shares of common stock at $.01 for each warrant in conjunction with its effective S-3/A Registration Statement.
−Removed: Net proceeds to the Company amounted to $4,098.
−Removed: The warrants to purchase common stock carry an exercise price of $1.20 and a 5-year term.
−Removed: Offering costs totaled $356, which has been recorded as a reduction of equity.
On June 18, 2020, the Board issued a total of 750,000 options to 2 employees of the Company under the 2018 Plan.
104 unchanged sentences
The warrants carry an exercise price of $1.50 and an expiration date of December 30, 2022.
+Added: On January 26, 2021, the Company issued Common Stock Purchase Warrant “A-10” for rare earth capture advisory.
+Added: The warrant provides the option to purchase 10,000 Class A Common Shares at a price of $2.05.
+Added: The warrants expire on January 26, 2024.
+Added: On February 2, 2021, the Company issued Common Stock Purchase Warrant “C-37” in conjunction with the issuance of $600,000 convertible note.
+Added: The warrant provides the option to purchase 60,000 Class A Common Shares at a price of $1.50.
+Added: The warrants expire on February 2, 2023.
+Added: On February 7, 2021, the Company issued Common Stock Purchase Warrant “A-11” for rare earth processing advisory.
+Added: The warrant provides the option to purchase 50,000 Class A Common Shares at a price of $4.25.
+Added: The warrants expire on February 7, 2026.
+Added: On March 11, 2021, the Company issued Common Stock Purchase Warrant “C-38” in conjunction with a restricted stock purchase.
+Added: The warrant provides the option to purchase 42,500 Class A Common Shares at a price of $5.00.
+Added: The warrants expire on March 11, 2023.
+Added: On March 12, 2021, the Company issued Common Stock Purchase Warrant “C-39” in conjunction with a restricted stock purchase.
+Added: The warrant provides the option to purchase 42,500 Class A Common Shares at a price of $5.00.
+Added: The warrants expire on March 12, 2023.
+Added: On March 15, 2021, the Company issued Common Stock Purchase Warrant “C-39” in conjunction with consulting services.
+Added: The warrant provides the option to purchase 75,000 Class A Common Shares at a price of $4.59.
+Added: The warrants expire on March 15, 2026.
+Added: On March 16, 2021, the Company issued Common Stock Purchase Warrant “C-40” in conjunction with a restricted stock purchase.
+Added: The warrant provides the option to purchase 21,250 Class A Common Shares at a price of $5.00.
+Added: The warrants expire on March 16, 2023.
+Added: On June 9, 2021, the Company issued Common Stock Purchase Warrant “C-38” in conjunction with a common stock offering.
+Added: The warrant provides the option to purchase 2,150,000 Class A Common Shares at a price of $3.50.
+Added: The warrants expire on June 9, 2026.
+Added: On June 9, 2021, the Company issued Common Stock Purchase Warrant “C-39” in conjunction with a common stock offering.
+Added: The warrant provides the option to purchase 2,150,000 Class A Common Shares at a price of $3.50.
+Added: The warrants expire on June 9, 2026.
+Added: On July 20, 2021, the Company issued 150,000 Employee Stock options under the current plan.
+Added: The options vest over their 7-year life.
+Added: On September 3, 2021, the Company issued 100,000 Employee Stock options under the current plan.
+Added: The options vest over their 7-year life.
+Added: During December 2021, the Company issued 1,020,000 Employee Stock options under the current plan.
+Added: The individual option awards vest over a period of 1 to 9 years.
During the period the options and warrants are outstanding, we will reserve from our authorized and unissued common stock a sufficient number of shares to provide for the issuance of shares of common stock underlying the options and warrants upon the exercise of the options and warrants.
5 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.