Unregistered Sales of Equity Securities and Use of Proceeds.
−Removed: April 22, 2024, the Company issued in a private placement common stock purchase warrants (the “April Warrants”) to third
−Removed: parties, including certain directors, to purchase up to an aggregate of 907,725 shares of the Company’s common stock, in exchange
−Removed: for entering into a lock-up with respect to the shares of common stock held by such holder and
−Removed: for such directors, $0.125 per warrant.
−Removed: April Warrants are not exercisable until one year after their date of issuance.
−Removed: Each April Warrant is exercisable into one share of the
−Removed: 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
−Removed: two-year period after the date of exercisability.
−Removed: There is no established public trading market for the April Warrants.
−Removed: June 24, 2024, in connection with a services agreement, entered into with an unrelated third party, to provide marketing services over a six month period, the Company
−Removed: issued 96,154 shares of its common stock (the “Service Shares”), having an aggregate value of $150,000.
−Removed: The issuance of
−Removed: the Service Shares was made in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act of
−Removed: 1933, as amended, and/or Regulation D promulgated thereunder.
−Removed: of the April Warrants and the Service Shares was made in reliance on the exemption from registration provided by Section 4(a)(2) of the
−Removed: Securities Act of 1933, as amended, and/or Regulation D promulgated thereunder.
+Added: On October 11, 2024, in connection with (i) a consulting agreement for
+Added: services provided, and (ii) the agreements to extend the maturity dates of previously disclosed, outstanding notes payable, as well as
+Added: the partial repayment of the principal of such notes payable, the Company issued, to unrelated and independent third parties, an aggregate
+Added: of 1,988,086 shares of Common Stock in consideration for such agreement and the extensions and partial repayment of such notes payables.
+Added: The issuance of all of such shares of Common Stock were without registration under the Securities Act of 1933, as amended (the “Securities
+Added: Act”), pursuant to Section 4(a)(2) of the Securities Act.
Defaults Upon Senior Securities.
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.