Item 2. Unregistered Sales of Equity Securities
Item
2. Unregistered Sales of Equity Securities and Use of Proceeds.
On
March 20, 2024, the Company issued in a private placement common stock purchase warrants (the “Warrants”) to an unrelated
third party to purchase up to an aggregate 260,000 shares of the Company’s common stock, in exchange for entering into a lock-up
with respect to the shares of common stock held by such holder (the “Lock-Up Agreement”).
The
Warrants are not exercisable until one year after their date of issuance. Each Warrant is exercisable into one share of the Company’s
common stock at a price per share of $3.18 (as adjusted from time to time in accordance with the terms thereof) for a two-year period
after the date of exercisability. There is no established public trading market for the Warrants. Notwithstanding the foregoing, the
Warrants shall vest, and not be subject to forfeiture, with respect to 25% of such Warrants commencing on the 90th day after the date
of the Lock-Up Agreement and 25% on each subsequent 90-day anniversary, in each case vesting only if the holder agrees to continue to
have its shares of common stock remain locked up pursuant to the Lock-Up Agreement on such date.
On
April 22, 2024, the Company issued in a private placement common stock purchase warrants (the “April Warrants”) to third
parties, including certain directors, to purchase up to an aggregate of 907,725 shares of the Company’s common stock, in exchange
for entering into a lock-up with respect to the shares of common stock held by such holder (the “Lock-Up Agreement”) and
for such directors, $0.125 per warrant.
The
April Warrants are not exercisable until one year after their date of issuance. Each April Warrant is exercisable into one share of the
Company’s common stock at a price per share of $3.12 (as adjusted from time to time in accordance with the terms thereof) for a
two-year period after the date of exercisability. There is no established public trading market for the April Warrants.
The
issuance of the Warrants and the April Warrants was made in reliance on the exemption from registration provided
by Section 4(a)(2) of the Securities Act of 1933, as amended, and/or Regulation D promulgated thereunder.
Item
3. Defaults Upon Senior Securities.
None.
Item
4. Mine Safety Disclosures.
Not
applicable.
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