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Sales of Unregistered Securities
−Removed: Since January 1, 2018, we have made the issuances of our unregistered securities described below.
−Removed: Also included is the consideration received by us for such securities and information relating to the section of the Securities Act, or rule of the SEC, under which exemption from registration was claimed.
−Removed: On March 31, 2021, we held the initial closing of a private placement offering (the “Private Placement”) of our 8% Cumulative Convertible Class A Preferred Stock (the “Class A Preferred Stock”), pursuant to a private placement agreement with National Securities Corporation, currently owned by B.
−Removed: Riley Securities, as placement agent.
−Removed: In connection with the initial closing of the Private Placement, we issued 502,480 shares of our Class A Preferred Stock at a price of $25.00 per share, for gross proceeds of approximately $12,562,000.
−Removed: On April 30, 2021, we issued and sold 28,000 shares of our Class A Preferred Stock in a subsequent closing of the Private Placement at a purchase price of $25.00 per share, for gross proceeds of approximately $700,000.
−Removed: On June 18, 2021, we issued and sold 43,800 shares of our Class A Preferred Stock in a subsequent closing of the Private Placement at a purchase price of $25.00 per share, for total gross proceeds of approximately $1,080,000.
−Removed: On July 15, 2021, we issued and sold 177,400 shares of our Class A Preferred Stock in a subsequent closing of the Private Placement at a purchase price of $25.00 per share, for total gross proceeds of approximately $4,435,000.
−Removed: On July 20, 2021, we issued and sold 8,000 shares of our Class A Preferred Stock in a subsequent closing of the Private Placement at a purchase price of $25.00 per share, for total gross proceeds of approximately $200,000.
−Removed: These issuances were made in reliance on an exemption from registration set forth in Section 4(a)(2) of the Securities Act, as transactions by an issuer not involving a public offering.
−Removed: The purchasers of securities in each such transaction represented their intention to acquire the securities for investment only and not with a view to offer or sell, in connection with any distribution of the securities.
Use of Proceeds from Sales of Registered Securities
−Removed: On November 12, 2021, our registration statement on Form S-1 (File No.
−Removed: 333-260436) was declared effective by the SEC.
−Removed: Pursuant to such Registration Statement, we sold an aggregate of 3,520,000 shares of our common stock at a price of $10.00 per share for gross proceeds of $35.2 million and net proceeds of $30.6 million after deducting underwriter’s discounts, commissions and expenses.
−Removed: We closed the offering on November 16, 2021.
−Removed: B.Riley Securities acted as sole book-running manager for the offering, and Roth Capital Partners acted as co-manager.
−Removed: There has been no material change in the expected use of the net proceeds from our initial public offering (“IPO”) as described in our final prospectus filed with the SEC on November 12, 2021 pursuant to Rule 424(b) under the Securities Act.
−Removed: As of December 31, 2021, there were approximately 206 holders of record for our common stock and 1 holder of record for our Class A common stock.
+Added: On December 30, 2022, we filed a shelf registration statement on Form S-3 (File No.
+Added: 333-269079), which was declared effective by the SEC on January 26, 2023.
+Added: This shelf registration statement covers the offering, issuance and sale by us of up to an aggregate of $150.0 million of the Company’s common stock, preferred stock, debt securities, warrants, and units (the “2022 Shelf”).
+Added: At December 31, 2022, $150.0 million remains available under the 2022 Shelf.
+Added: In connection with the 2022 Shelf, have entered into an At Market Issuance Sales Agreement (the “Sales Agreement”) with B.
+Added: Riley, relating to shares of our common stock.
+Added: In accordance with the terms of the Sales Agreement, we may offer and sell up to 4,900,000 shares of our common stock, par value $0.0001 per share, from time to time through or to B.
+Added: Riley acting as our agent or principal.
+Added: We currently intend to use the net proceeds from this offering for general corporate purposes, including working capital, research and development, payments for research and development — licenses acquired, sales and marketing activities, general administrative matters, operating expenses and capital expenditures.
+Added: As of March 29, 2023, there were approximately 164 holders of record for our common stock and 1 holder of record for our Class A common stock.
The actual number of stockholders is greater than this number of record holders and includes stockholders who are beneficial owners, but whose shares are held in street name by brokers and other nominees.
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.