3 unchanged sentences
Prior to that time, there was no public market for our common stock.
−Removed: As of March 31, 2022, there were 3,747 holders of record of our common stock.
+Added: The following table sets forth the high and low closing bid prices for our common stock for the fiscal quarters indicated as reported on NasdaqCM.
+Added: The quotations reflect inter-dealer prices, without retail mark-up, mark-down or commission and may not represent actual transactions.
+Added: March 31, 2023
+Added: December 31, 2022
+Added: September 30, 2022
+Added: June 30, 2022
+Added: March 31, 2022
+Added: December 31, 2021
+Added: September 30, 2021
+Added: June 30, 2021
+Added: As of April 17, 2023, there were 3,747 holders of record of our common stock.
We have never declared or paid cash dividends on our capital stock.
14 unchanged sentences
In December 2021, we issued an aggregate of 191,459 shares of common stock pursuant to consulting agreements.
+Added: During the year ended December 31, 2022, the Company issued an aggregate of 1,995,183 shares of common stock pursuant to the conversion of the FirstFire and Oasis Notes.
+Added: In September 2022, the Company issued 750 shares of common stock pursuant to a consultant agreement at a fair value of $123,000.
+Added: As part of the Sundry acquisition, the Company issued 90,909 shares of common stock to the Sundry Sellers at a fair value of $1,000,000.
+Added: In connection with the December Notes, the Company issued 60,000 shares of common stock.
+Added: In connection with the April note agreement, the Company granted warrants to acquire 12,577 shares of common stock at an exercise price of $122.00 per share expiring in April 2027.
+Added: On May 10, 2022, pursuant to the Underwriting Agreement, the Company issued the Underwriters’ Warrants to purchase up to an aggregate of 14,956 shares of common stock.
+Added: The Underwriters’ Warrants may be exercised beginning on November 1, 2022 until May 5, 2027.
+Added: The initial exercise price of each Underwriters’ Warrant is $32.50 per share, which represents 130% of the public offering price.
+Added: In connection with the July 22 and July 28 notes, the Company issued an aggregate of 41,124 and 27,655 warrants to purchase common stock at an exercise price of $15.20 and $11.30 per share, respectively.
+Added: The warrants expire in July 2027.
+Added: In connection with the November public offering, the Company granted 1,650,181 pre-funded warrants which were immediately exercised for shares of common stock.
+Added: The Company also granted an additional 1,818,181 Class B Warrants and 1,818,181 Class C Warrants as part of the offering.
+Added: Each Class B Warrant has an exercise price of $5.25 per share, is immediately exercisable upon issuance
+Added: and expires five years after issuance.
+Added: Each Class C Warrant has an exercise price of $5.25 per share, is immediately exercisable upon issuance and expires thirteen months after issuance.
+Added: The Company also granted the placement agent 136,364 warrants, which are exercisable 180 days after issuance and expire in five years.
+Added: In connection with the December Notes, the Company issued to the investors an aggregate of 469,480 warrants to purchase common stock at an exercise price equal to $4.26.
+Added: The warrants are immediately exercisable.
+Added: In November 2022, The Company granted 44,000 warrants to purchase common stock at an exercise price of $5.00 to the lender in connection with its merchant advances.
Unless otherwise stated, the sales of the below securities were deemed to be exempt from registration under the Securities Act in reliance upon Section 4 (a)(2) of the Securities Act (or Regulation D or Regulation S promulgated thereunder), or Rule 701 promulgated under Section 3(b) of the Securities Act as transactions by an issuer not involving any public offering or pursuant to benefit plans and contracts relating to compensation as provided under Rule 701.
The recipients of the securities in each of these transactions represented their intentions to acquire the securities for investment only and not with a view to or for sale in connection with any distribution thereof, and appropriate legends were placed upon the stock certificates issued in these transactions.
−Removed: Use of Proceeds from Initial Public Offering of Common Stock
−Removed: On May 13, 2021, our registration statement on Form S-1 relating to our IPO was declared effective by the SEC.
−Removed: In the IPO, which closed on May 18, 2021, we issued and sold 2,409,639 shares of common stock at a public offering price of $4.15 per share.
−Removed: Additionally, we issued warrants to purchase 2,771,084 shares, which includes 361,445 warrants sold upon the partial exercise of the over-allotment option.
−Removed: Total gross proceeds were approximately $10 million, which includes the warrants.
−Removed: The aggregate net proceeds to us from the IPO, inclusive of the proceeds from the over-allotment exercise, were approximately $8.6 million after deducting underwriting discounts and commissions of $0.8 million and estimated offering expenses of approximately $0.6 million.
−Removed: The offer and sale of all of the shares in the offering were registered under the Securities Act pursuant to registration statement on Form S-1 (File No.
−Removed: Kingwood Capital Markets, a division of Benchmark Investments, Inc., acting as representative of the several underwriters named in the Underwriting Agreement.
−Removed: On June 28, 2021, our underwriters purchased 361,445 shares of common stock at a public offering price of $4.15 per share pursuant to the exercise of the remaining portion of their over-allotment option.
−Removed: We received net proceeds of approximately $1.4 million after deducting underwriting discounts and commissions.
−Removed: None of the underwriting discounts and commissions or offering expenses were paid directly or indirectly to any directors or officers of ours or their associates or to persons owning 10% or more of any class of equity securities or to any affiliates of ours.
−Removed: We used the net proceeds to us from the IPO for general corporate purposes, including working capital, marketing initiatives and capital expenditures.
−Removed: Specifically, we used a portion of the net proceeds from the offering to pay the remaining approximately $1.0 million to pay off a note payable, $1.0 million owed for the acquisition of Bailey by DBG, $500,000 to fund the acquisition of H&J (which accrues interest at 12.0% per annum), and $179,501 to pay accrued interest owed further to the 2019 convertible debt.
Securities Authorized for Issuance Under Equity Compensation Plans
2 unchanged sentences
The 2020 Plan administrator may grant awards to any employee, director, and consultants of the company and its subsidiaries.
−Removed: To date, 2,732,000 grants have been made under the 2020 Plan and 588,000 shares remain eligible for issuance under the Plan.
+Added: To date, 27,320 grants (as adjusted for the Reverse Stock Split) have been made under the 2020 Plan and 5,680 shares remain eligible for issuance under the Plan.
The 2020 Plan is currently administered by the Compensation Committee of the Board as the Plan administrator.
4 unchanged sentences
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.