What changed in this filing

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Item 5. Market for Registrant’s Common Equity

2024-04-01 compared with 2023-03-31 · 32 added, 48 removed, 16 unchanged (83% of the section changed)

3 unchanged sentences

Our Common Stock and Tradeable Warrants trade on The Nasdaq Capital Market.

of Proceeds from Initial Public Offering

September 6, 2022, we completed our IPO of 1,282,600 Units at an Offering Price of $6.125 per Unit.

Each Unit consisted of one share

of Common Stock, one Tradeable Warrant exercisable for the purchase of one share of Common Stock at an exercise price of $7.35 per share,

and one Non-tradeable Warrant exercisable for the purchase of one share of Common Stock at an exercise price of $7.656 per share.

total number of shares of Common Stock sold in the IPO does not include the Over-Allotment Option that we granted to the Underwriters

to purchase additional shares of Common Stock, Tradeable Warrants, and/or Non-tradeable Warrants.

The Underwriters exercised a portion

of their Over-Allotment Option and purchased 110,167 Tradeable Warrants at a purchase price of $0.01 per warrant, and 110,167 Non-tradeable

warrants at a purchase price of $0.01 per warrant.

The shares of Common Stock and Tradeable Warrants underlying the Units offered in

our IPO and the Over-Allotment Option were registered for sale pursuant to our Registration Statement on Form S-1, as amended (File No.

333-264463), filed with and declared effective by the SEC on August 29, 2022.

aggregate offering price for the registered shares of Common Stock and Tradeable Warrants was approximately $7.9 million.

net proceeds of approximately $6.0 million from the IPO, after deducting underwriting discounts and commissions of approximately $0.7

million and offering expenses of approximately $1.2 million.

The representative of the Underwriters was WallachBeth Capital, LLC.

payments for the foregoing expenses were made by us to any of our officers, directors, or persons owning ten percent (10%) or more of

our Common Stock, or to the associates of any of the foregoing, or to their affiliates, other than payments in the ordinary course of

business to our officers for salaries, bonuses, and expense reimbursements.

has been no material change in the planned use of proceeds as described in our Final Prospectus filed with the SEC on September 2, 2022

(see https://www.sec.gov/Archives/edgar/data/1712762/000149315222024949/form424b4.htm ).

The expected use of net proceeds from

the IPO represents our intentions based upon our present plans and business conditions.

We cannot predict with certainty all of the particular

uses for the proceeds of the IPO or the amounts that we will actually spend on the uses set forth above.

Accordingly, our management

will have broad discretion in the application of the net proceeds we received from the IPO, and investors will be relying on the judgment

of our management regarding the application of our net proceeds.

While we expect to use the net proceeds for the purposes described above,

the timing and amount of our actual expenditures will be based on many factors, including cash flows from operations, the anticipated

growth of our business, and the availability and terms of alternative financing sources to fund our growth.

of March 20, 2023 , there were approximately 68

holders of record of shares of our Common Stock.

This number does not reflect the beneficial holders of our common stock who hold

shares in street name through brokerage accounts or other nominees.

of March 20, 2024, there were approximately 79 holders of record of shares of our Common Stock.

This number does not reflect the beneficial

holders of our common stock who hold shares in street name through brokerage accounts or other nominees.

have never declared or paid any cash dividends on our capital stock.

4 unchanged sentences

capital requirements, business prospects, and other factors our Board of Directors may deem relevant.

Sales of Equity Securities

did not sell any equity securities during the quarter ended December 31, 2023, in transactions that were not registered under the Securities

Act other than as previously disclosed in our filings with the SEC and as described below.

We believe that each transaction was exempt

from the registration requirements of the Securities Act by virtue of Section 4(a)(2) thereof.

October 1, 2023, we issued an aggregate of 94,936 restricted shares of our Common Stock to our seven directors, which shares of restricted

stock will vest ratably over three months of continued service and which represents a restricted stock award to each director valued

at $18,750 granted by us to each of our directors each quarter during the calendar year as part of our director compensation policy.

October 1, 2023, we issued 3,164 shares of our Common Stock to a consultant pursuant to the terms of a consulting agreement in consideration

of services provided.

In November 2023 to an investor relations firm of 50,000 shares of common

stock for services provided.

The investor relations firm was a sophisticated investor, received shares that had a restricted legend and

had adequate access, though their relationships with the Company, to information about the Company.

Authorized for Issuance Under Equity Compensation Plans

Plan category

Number of securities to

be issued upon exercise

of outstanding options,

warrants and rights

following table presents information as of December 31, 2023, with respect to shares of our Common Stock that may be issued under our

2014 Equity Incentive Plan.

securities to

be issued upon

of outstanding

warrants, and

Weighted-average

2 unchanged sentences

warrants, and rights

Number of securities

remaining available for

future issuance under

equity compensation

available for

future issuance

plans (excluding

securities reflected in

Equity compensation plans approved by security holders

Equity compensation plans not approved by security holders

column (a)) (1)

Equity compensation plans approved

by security holders

Equity compensation plans not approved by security

(1) The number of shares of Common Stock that may be issued pursuant to awards under the 2014 Equity Incentive Plan

shall not exceed in the aggregate the greater of (i) 8,000,000 shares of Common Stock, or (ii) that number of shares equal to 20% of the

total issued and outstanding shares of Common Stock.

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.

What changed 10-K

Item 5. Market for Registrant’s Common Equity