What changed in this filing

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Item 2. Unregistered Sales of Equity Securities

2024-11-12 compared with 2024-08-19 · 15 added, 24 removed, 1 unchanged (98% of the section changed)

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.

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.

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.

DEFAULTS UPON

SENIOR SECURITIES

Not applicable.

UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

the nine months ended September 30, 2024, the Company issued a total of 45,153 shares of its common stock for services rendered and to

These shares were valued at $306,350, the fair market values on the grant dates using the reported closing share prices

on the dates of grant, and the Company recorded stock-based compensation expense of $217,471 for the nine months ended September 30,

2024 and reduced accrued liabilities of $60,000 and recorded prepaid expense of $28,879 as of September 30, 2024 which will be amortized

over the rest of corresponding service periods.

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.

DEFAULTS UPON SENIOR SECURITIES

MINE SAFETY DISCLOSURES

Not applicable.

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-Q

Item 2. Unregistered Sales of Equity Securities