What changed in this filing

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Item 2. Unregistered Sales of Equity Securities

2020-08-13 compared with 2020-05-27 · 35 added, 72 removed, 4 unchanged (96% of the section changed)

Unregistered Sales of Equity Securities and Use of Proceeds

On January 23, 2020, we entered into a

funding agreement, as amended (the “Funding Agreement”), which provided for the issuance to an unaffiliated accredited

investor of a convertible promissory note in the principal amount of $111,100, reflecting a 10% original issue discount, 500 shares

of our common stock, par value $0.0001 per share (“Common Stock”), and a five-year warrant exercisable for 7,936 shares

of our Common Stock at an exercise price of $9.80 per share in consideration for $100,000, which was funded on January 24, 2020.

The proceeds for such issuance were used primarily for general corporate purposes.

Additionally, pursuant to the Funding Agreement,

such investor was granted a most favored nation right.

As of the date of this report, the outstanding debt owed to such investor

pursuant to the Funding Agreement has been fully repaid.

On February 28, 2020, the Company completed

a private placement (the “February 2020 Private Placement”) of 91,062 units (the “Units”), each unit consisting

of (i) one (1) share of Common Stock and (ii) a warrant to purchase 0.50 of a share of Common Stock (the “February 2020 Warrants”),

at a price per Unit of $9.17.

The Units were issued pursuant to a Unit Purchase Agreement, dated February 4, 2020, and a subscription

agreement, dated February 28, 2020 by and among the Company and the purchasers signatory thereto.

The February 2020 Private Placement,

which was priced above market, resulted in gross proceeds of $835,000 before fees and other expenses associated with the transaction.

In connection with the February 2020 Private Placement, the Company issued paid Alexander Capital, L.P.

(“Alexander”)

cash fees of $83,000 issued to Alexander a warrant to purchase 4,553 shares of Common Stock.

Such warrant is exercisable at a per

share price of $8.80 and is exercisable at any time during the five-year period commencing on the date of issuance.

of such offering were used primarily toward increasing stockholders’

equity in order to comply with Nasdaq Listing Rule 5550(b)

and for general corporate purposes.

The February 2020 Warrants are exercisable to purchase up to an aggregate of 45,534 shares

of Common Stock commencing on the date of issuance at an exercise price of $9.80 per share, subject to adjustment upon stock splits,

reverse stock splits, and similar capital changes.

The February 2020 Warrants are exercisable immediately and will expire on the

close of business on February 28, 2025.

The exercise of the February 2020 Warrants are subject to beneficial ownership limitations

such that each holder of such February 2020 Warrant may exercise it to the extent that such exercise would result in such holder

being the beneficial owner in excess of 4.99% (or, upon election of such holder, 9.99%), which beneficial ownership limitation

may be increased or decreased up to 9.99% upon notice to the Company, provided that any increase in such limitation will not be

effective until 61 days following notice to the Company.

March 30, 2020, the Company completed a private placement (the “March 2020 Private Placement”) of a senior secured

convertible instrument (the “March 2020 Note”) and a warrant (the “March 2020 Warrant”) to purchase 227,679

shares of Common Stock at an exercise price of $6.40 per share, pursuant to which Maxim Group LLC, the representative of the underwriters

in this offering (“Maxim”), acted as placement agent.

The March 2020 Note and March 2020 Warrant were issued pursuant

to a securities purchase agreement, entered into as of March 22, 2020 (the “March 2020 Purchase Agreement”) by and

between the Company and an institutional investor (the “Investor”).

The March 2020 Private Placement resulted in gross

proceeds of $1,700,000, before fees and other expenses associated with the transaction, including but not limited to, an $85,000

commitment fee payable to the Investor.

The net proceeds received by the Company in connection with the March 2020 Private Placement

were used primarily for working capital, debt repayment and general corporate purposes.

Additionally, the Company agreed to issue

to Maxim a warrant to purchase up to an aggregate of 20,400 shares of Common Stock, subject to adjustment, as partial consideration

for serving as placement agent in connection with the March 2020 Private Placement.

As of the date of this report, the outstanding

debt owed to the Investor pursuant to the March 2020 Note has been fully repaid.

The sales and the issuances of the promissory

note, Units, March 2020 Note, warrants issued to the investors, as applicable, described above were offered and sold in reliance

upon exemptions from registration pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities

Act”) and/or Rule 506 of Regulation D promulgated under the Securities Act (“Regulation D”).

We made this determination

based on the representations of each investor which included, in pertinent part, that each such investor was either (a) an “accredited

investor”

Unregistered Sales of Equity

Securities and Use of Proceeds

On June 8, 2020, the Company closed

the offering of its securities pursuant to the June 4 th Purchase Agreement.

In connection with such offering the

Company issued warrants to investors, with a term of 5.5 years, to purchase an aggregate of up to 2,275,000 shares of common stock

at an exercise price of $2.55 per share, subject to customary adjustments thereunder, which warrants were immediately exercisable

upon issuance and on a cashless basis if such warrants have not been registered on or before six months after the date of issuance.

warrants were issued to the investors in a concurrent private placement transaction pursuant to an exemption from the registration

requirements of the Securities Act provided in Section 4(a)(2) of the Securities Act and/or Rule 506 or Regulation

D promulgated thereunder.

On June 11, 2020, the Company closed

the offering of its securities pursuant to the June 9 th Purchase Agreement.

In connection with such offering the

Company issued warrants to investors, with a term of 5.5 years, to purchase an aggregate of up to 2,040,000 shares of common stock

at an exercise price of $2.61 per share, subject to customary adjustments thereunder, which warrants were immediately exercisable

upon issuance and on a cashless basis if such warrants have not been registered on or before six months after the date of issuance.

warrants were issued to the investors in a concurrent private placement transaction pursuant to an exemption from the registration

requirements of the Securities Act provided in Section 4(a)(2) of the Securities Act and/or Rule 506 of Regulation

D promulgated thereunder.

With respect to the availability of an

exemption from registration, relating to the two above offerings, we made these determinations based on the representations of

each investor which included, in pertinent part, that each such investor was either (a) an “accredited investor”

within the meaning of Rule 501 of Regulation D or (b) a “qualified institutional buyer”

meaning of Rule 144A under the Securities Act and upon such further representations from each investor that (i) such investor acquired

the securities for his, her or its own account for investment and not for the account of any other person and not with a view to

or for distribution, assignment or resale in connection with any distribution within the meaning of the Securities Act, (ii) such

investor agreed not to sell or otherwise transfer the purchased securities unless they are registered under the Securities Act

and any applicable state securities laws, or an exemption or exemptions from such registration are available, (iii) such investor

had knowledge and experience in financial and business matters such that he, she or it was capable of evaluating the merits and

risks of an investment in us, (iv) such investor had access to all of our documents, records, and books pertaining to the investment

and was provided the opportunity to ask questions and receive answers regarding the terms and conditions of the offering and to

obtain any additional information which we possessed or were able to acquire without unreasonable effort and expense, and (v) such

investor had no need for the liquidity in its investment in us and could afford the complete loss of such investment.

there was no general solicitation or advertising for securities issued in reliance upon these exemptions.

within the meaning

of Rule 144A under the Securities Act and upon such further representations from each investor that (i) such investor

acquired the securities for his, her or its own account for investment and not for the account of any other person and not with

a view to or for distribution, assignment or resale in connection with any distribution within the meaning of the Securities Act,

(ii) such investor agreed not to sell or otherwise transfer the purchased securities unless they are registered under the

Securities Act and any applicable state securities laws, or an exemption or exemptions from such registration are available, (iii) such

investor had knowledge and experience in financial and business matters such that he, she or it was capable of evaluating the merits

and risks of an investment in us, (iv) such investor had access to all of our documents, records, and books pertaining to

the investment and was provided the opportunity to ask questions and receive answers regarding the terms and conditions of the

offering and to obtain any additional information which we possessed or were able to acquire without unreasonable effort and expense,

and (v) such investor had no need for the liquidity in its investment in us and could afford the complete loss of such investment.

In addition, there was no general solicitation or advertising for securities issued in reliance upon these exemptions.

Defaults Upon Senior Securities

2 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.

What changed 10-Q

Item 2. Unregistered Sales of Equity Securities