What changed in this filing

/stocks — the workspaceLOADING

Item 2. Unregistered Sales of Equity Securities

2020-11-10 compared with 2020-08-13 · 21 added, 34 removed, 5 unchanged (92% of the section changed)

1 unchanged sentence

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”

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.

On July 27, 2020, the board of directors (the “Board”) of the Company adopted its 2020 Stock Incentive Plan (the “2020

Plan”) and the reservation of an aggregate of 650,000 shares of the Company’s common stock, par value $0.0001 per share (“Common

Stock”), authorized for issuance under the 2020 Plan.

The 2020 Plan authorizes the grant of equity-based compensation to the Company’s

senior managers, employees, directors, consultants, professionals and service providers in the form of stock options, restricted stock

and restricted stock units (each, an “RSU”

and collectively, the “RSUs”).

The 2020 Plan was approved by the Company's

shareholder on October 20, 2020.

On July 27, 2020, the Company granted an

aggregate of 237,824 RSUs under the 2020 Plan (collectively the “2020 RSU Grants”) to the following executives officers

of the Company:

(i) to Brett Moyer, the Company’s President, Chief Executive Officer and Chairman of the Board, 145,000 RSUs;

(ii) to George Oliva, the Company’s Chief Financial Officer, 61,824 RSUs;

and (iii) to Gary Williams, the Company’s

Chief Accounting Officer and VP of Finance, 31,000 RSUs.

Each of the 2020 RSU Grants are scheduled to vest on the first, second,

and third anniversaries of August 15, 2020, so long as such executive officer remains in service of the Company on each such anniversary.

Each RSU represents the right to receive one share of Common Stock under the 2020 Plan.

The 2020 RSU Grants were issued in reliance

on the exemption from registration pursuant to Rule 701 under the Securities Act.

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