Item 2. Unregistered Sales of Equity Securities
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES
AND USE OF PROCEEDS
In June 2024, we issued
402,000 shares of our common stock as a commitment fee and warrants for the purchase of up to 2,200,000 shares of our common stock in
connection with the issuance of the June 2024 Convertible Note to the June 2024 Lender.
In June 2024, we issued
a five-year warrant to purchase 80,000 shares of our common stock with an exercise price of $0.65 as a finder’s fee in connection
with our convertible note offering in June 2024.
In August 2024, the Company
issued 250,000 shares of its common stock for services rendered and to be rendered. These shares were valued at $112,500, the fair market
value on the grant date using the reported closing share price on the date of grant, and the Company recorded stock-based compensation
expense of $112,500.
The offers, sales, and
issuances of the securities described above were deemed to be exempt from registration under the Securities Act in reliance on Section
4(a)(2) of the Securities Act, or Regulation D promulgated thereunder, as transactions by an issuer not involving a public offering. The
recipients of securities in each of these transactions acquired the securities for investment only and not with a view to or for sale
in connection with any distribution thereof and appropriate legends were affixed to the securities issued in these transactions. Each
of the recipients of securities in these transactions was an accredited or sophisticated person and had adequate access, through employment,
business or other relationships, to information about us.
ITEM 3. DEFAULTS UPON
SENIOR SECURITIES
Not applicable.
ITEM 4. MINE SAFETY DISCLOSURES
Not applicable.
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