30 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: During 2023, the Company issued 9,420,230 shares of Class A Common Stock pursuant to debt conversions.
−Removed: During 2023, the Company issued 49,020 shares of Class A Common Stock pursuant to consulting arrangements.
−Removed: During 2024, the Company re-purchased 86,410 shares of Class A Common Stock pursuant to stock re-purchase program.
−Removed: During 2024, the Company issued 902,419 shares of Class A Common Stock pursuant to warrant conversions.
−Removed: During 2024, the Company issued 595,790 shares of Class A Common Stock pursuant to debt conversions.
−Removed: During 2024, the Company issued 102,500 shares of Class A Common Stock pursuant to various consulting arrangements.
−Removed: During 2024, the Company issued 148,000 shares of Class A Common Stock pursuant to the exercise of stock options.
+Added: Class A Common Stock Activity Disclosure:
+Added: Transaction Description
+Added: Shares Issued (Re-purchased)
+Added: Issued pursuant to warrant conversions
+Added: Issued pursuant to debt conversions
+Added: Issued pursuant to consulting arrangements
+Added: Issued pursuant to stock option exercises
+Added: 2024 Total Issued
+Added: Exercise of cashless common stock options
+Added: Issued to settle accounts payable and accrued expense
+Added: Common stock issued to settle long-term debt
+Added: Exercise of warrants for common stock
+Added: Issuance of common shares for consulting services
+Added: Proceeds from equity offering
+Added: 2025 Net Issued
SERIES A PREFERRED STOCK
13 unchanged sentences
Except as provided by law or in a preferred stock designation, the holders of preferred stock will not be entitled to vote at or receive notice of any meeting of stockholders.
−Removed: As of December 31, 2024, and 2023, 0 shares of Series B Preferred stock are outstanding, respectively.
+Added: As of December 31, 2025, and 2024, 0 shares of Series B Preferred stock are outstanding.
The amount outstanding as of 2017 includes 850,000 shares of Series B Preferred stock issued to investors and 53,157 shares of Series B Preferred stock issued as part of the 8.0% annual dividend that is accrued and paid in-kind, as described below.
9 unchanged sentences
The holders of Series C Preferred shares are entitled to vote on an “as-converted” basis of one share of Series C Preferred Stock voting for one vote of common stock.
−Removed: The holders of the Series C Preferred shall accrue and pay-in-kind with additional Series C Preferred stock a dividend based on an 10.0% annual percentage rate, compounded annually in arrears, for any Series C Preferred stock that is outstanding at the end of such prior year.
+Added: The holders of the Series C Preferred shall accrue and pay-in-kind with additional Series C Preferred stock a dividend based on a 10.0% annual percentage rate, compounded annually in arrears, for any Series C Preferred stock that is outstanding at the end of such prior year.
The holders of the Series C Preferred stock are entitled to convert into common shares, at the holder’s discretion, at a conversion price of Six Dollars ($6.00) per share of common stock, subject to certain price adjustments found in the Series C Preferred stock purchase agreements.
8 unchanged sentences
OPTIONS AND WARRANTS
−Removed: During 2023, the Company issued 4,236,500 Employee Stock options under the current plan.
−Removed: The individual option awards vest over a period of 1 to 7 years.
−Removed: During 2023, the Company issued 330,000 warrants under the current plan.
−Removed: The individual warrants vest on the grant date.
−Removed: The warrants have an exercise price between $1.00 and $1.81 and have an expiration date between September 13, 2023 and July 27, 2028.
−Removed: During 2024, the Company issued 1,575,000 Employee Stock options under the current plan.
−Removed: The individual option awards vest over a period of 1 to 10 years.
−Removed: During 2024, the Company issued 100,000 warrants under the current plan.
−Removed: The individual warrants vest on the grant date.
−Removed: The warrant has an exercise price of $0.54 and an expiration date of August 29, 2031.
−Removed: 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.
−Removed: No fractional shares will be issued upon the exercise of the options or warrants.
−Removed: The options and warrants are not listed on any securities exchange.
−Removed: Except as otherwise provided within the option or warrant, the option and warrant holders have no rights or privileges as members of the Company until they exercise their options or warrants.
+Added: The Company has issued stock options and warrants to employees, directors, consultants, and investors under equity compensation arrangements and financing transactions.
+Added: Shares of Class A common stock underlying these options and warrants are authorized and reserved for issuance but are not considered issued or outstanding until such options or warrants are exercised.
+Added: Upon exercise, shares issued pursuant to options or warrants are issued either under an effective registration statement or pursuant to an exemption from registration, depending on the terms of the underlying instrument and the applicable securities law provisions.
+Added: As of December 31, 2025, the Company had outstanding options and warrants exercisable into shares of Class A common stock, with shares reserved under the Company’s authorized but unissued common stock to satisfy such potential exercises.
+Added: SECURITIES PURCHASE AGREEMENTS
+Added: During 2025, the Company entered into securities purchase agreements with certain investors for the private placement of 9,480,282 shares of common stock at $3.55 per share.
+Added: The Company filed a registration statement on Form S-1 regarding this event.
+Added: During 2025, the Company entered into securities purchase agreements with certain investors pursuant to which it agreed to issue and sell, in a private placement offering, an aggregate of 2,661,764 shares of common stock at a purchase price of $5.10 per share and pre-funded warrants to purchase up to 5,181,374 shares of common stock at an exercise price of $0.0001 per share, at a purchase price of $5.0999 per warrant.
+Added: The Company filed a registration statement on Form S-1 regarding this event.
Selected Financial Data.
1 unchanged sentence
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.