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Recent Sales of Unregistered Securities
−Removed: During the nine months ended September 30, 2022, the Company converted an aggregate of $1,432,979 in outstanding principal of convertible notes into 24,827 shares of common stock.
−Removed: On April 8, 2022, the Company and various purchasers (the “Investors”) executed a Securities Purchase Agreement (the “SPA”) whereby the Investors purchased from the Company promissory notes (the “Notes”) in the aggregate principal amount of $3,068,750.
−Removed: In connection with the issuance of the Notes further to the SPA, the Company issued warrants to acquire 12,577 shares of its common stock at an exercise price of $1.22 per share expiring in April 2027.
−Removed: On July 22 and July 28, 2022, the Company and various purchasers executed a Securities Purchase Agreement whereby the investors purchased from the Company convertible promissory notes in the aggregate principal amount of $1,875,000, consisting of original issue discount of $375,000.
−Removed: The Company received net proceeds of $1,450,000 after the original issue discount and fees.
−Removed: The July notes mature on October 31, 2022.
−Removed: 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.
−Removed: From October 1, 2022 through the issuance date, the Company has converted approximately $5.5 million of the Oasis and FirstFire notes into 543,845 shares of common stock.
−Removed: Use of Proceeds from Public Offering of Common Stock
−Removed: The net proceeds the Company received from the sale of 373,898 shares of its common stock in the offering, after deducting underwriter discounts and commissions, the non-accountable expense, the underwriters’ expense reimbursement and estimated offering expenses, was $8,051,285 based on a public offering price of $2.50 per share.
−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 repay the April 2022 Notes.
+Added: On January 11, 2023, the Company, entered into a Securities Purchase Agreement (the “Purchase Agreement”) with a certain accredited investor (the “Investor”), pursuant to which the Company agreed to issue and sell, in a private placement (the “Private Placement”), an aggregate of 475,000 shares (the “Shares”) of the Company’s common stock (“Common Stock”), and accompanying warrants (the “Common Warrants”) to purchase 475,000 shares of Common Stock, at a combined purchase price of $3.915 per share and Common Warrant, and (ii) 802,140 pre-funded warrants (the “Pre-Funded Warrants” and together with the Common Warrants, the “Warrants” and together with the Shares and the shares of Common Stock underlying the Warrants, the “Securities”) exercisable for 802,140 shares of Common Stock, and accompanying Common Warrants to purchase 802,140 shares of Common Stock, at a combined purchase price of $3.915 per Pre-Funded Warrant and accompanying Common Warrant, to the Investors, for aggregate gross proceeds from the Private Placement of approximately $5 million before deducting placement agent fees and related offering expenses.
+Added: As a result of the transaction, the Company issued 1,277,140 shares of common stock, including the 475,000 shares and the immediate exercise of 802,140 pre-funded warrants, for gross proceeds of $5.0 million.
+Added: The Company received net proceeds of $4.3 million after deducting placement agent fees and offering expenses.
+Added: In connection with the January Private Placement, the Company granted 802,140 pre-funded warrants which were immediately exercised for shares of common stock.
+Added: The Company also granted an additional 1,277,140 warrants as part of the offering.
+Added: Each warrant has an exercise price of $3.80 per share, is immediately exercisable upon issuance and expires five years after issuance.
+Added: The Company also granted the placement agent 95,786 warrants to purchase common stock at an exercise price of $4.8938 per share, which is immediately exercisable upon issuance and expires five years after issuance.
+Added: In connection with merchant advances, the Company granted 152,380 warrants to purchase common stock at an exercise price of $5.25.
+Added: The warrants are immediately exercisable upon issuance and expires five years after issuance.
+Added: In January 2023, the Company issued 110,000 shares of common stock to a former convertible noteholder pursuant to default provisions.
+Added: In March 2023, the Company issued an aggregate of 118,890 shares of common stock to Sundry executives based on their employment agreements with the Company.
DEFAULTS UPON SENIOR SECURITIES
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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.