Unregistered Sales of Equity Securities and Use of Proceeds
−Removed: In connection with the terms of that certain Agreement and Plan of Merger, dated July 15, 2021, by and among Legacy Core, Blockcap and the other parties thereto, on February 24, 2022, the Company issued to Foundry Digital, LLC 1,580,288 shares of the Company’s common stock.
−Removed: These shares were issued in reliance on Section 4(a)(2) of the Securities Act of 1933, as amended, as a result of the delivery of certain mining equipment acquired in connection with the Blockcap Acquisition.
+Added: In July 2022, in connection with the B.
+Added: Riley Purchase Agreement and, in consideration for B.
+Added: Riley’s commitment to purchase shares of common stock at the Company’s direction upon the terms and subject to the conditions set forth in the Purchase Agreement, the Company issued 573,381 shares of Company common stock to B.
+Added: Riley as a commitment fee (the “Commitment Fee Shares”).
+Added: The net proceeds to the Company from sales that the Company elects to make to B.
+Added: Riley under the B.
+Added: Riley Purchase Agreement, if any, will depend on the frequency and prices at which the Company sells shares of the Company’s Common Stock to B.
+Added: The Company expects that any proceeds received by the Company from such sales to B.
+Added: Riley will be used for general corporate purposes.
+Added: The Company and B.Riley have entered into a Registration Rights Agreement providing for the registration of such shares.
+Added: In August 1, 2022, in connection with the execution of the Amended Bridge Notes, the Company agreed to pay B.
+Added: Riley Commercial Capital an advisory fee of $750, 000 , paid in the form of 386,697 shares of Company common stock (the “Advisory Fee Shares”).
+Added: The net proceeds from the Amended Bridge Notes were used by the Company for working capital and general corporate purposes.
+Added: The Advisory Fee Shares are subject to the Registration Rights Agreement.
+Added: The Commitment Fee Shares and the Advisory Fee Shares were issued by the Company in reliance upon the exemptions from the registration requirements of the Securities Act afforded by Section 4(a)(2) of the Securities Act and Rule 506(b) of Regulation D promulgated thereunder.
+Added: The Company filed the B.
+Added: Riley Registration Statement to register the resale of the Commitment Fee Shares and the Advisory Fee Shares, which B.
+Added: Riley Registration Statement has not yet been declared effective as of the date of this Quarterly Report on Form 10-Q.
Defaults Upon Senior Securities
1 unchanged sentence
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