Item 2. Unregistered Sales of Equity Securities
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
In February 2023, we completed a registered direct offering with accredited investors pursuant to which we issued an aggregate of 201,544 shares of our common stock and pre-funded warrants to purchase up to 381,762 shares of our common stock, with an exercise price of $0.0001 per share. In a concurrent private placement, we sold unregistered warrants to purchase an aggregate of 874,959 shares of common stock with an exercise price of $10.49 which were immediately exercisable upon issuance, expire five years from the date of issuance, and in certain circumstances may be exercised on a cashless basis. The Company used a portion of the net proceeds of the offering to partially repay the outstanding principal amount of a senior secured convertible note issued to an institutional investor on August 15, 2022, as amended, and used the remainder of the net proceeds for working capital, capital expenditures, product development, and other general corporate purposes. The Company issued the unregistered warrants in reliance on the exemptions from registration pursuant to Section 4(a)(2) of the Securities Act and Rule 506(b) promulgated thereunder.
Also in connection with February 2023 offering, the Company entered into a placement agency agreement with Maxim Group LLC (“Maxim”), pursuant to which Maxim agreed to act as placement agent on a “best efforts” basis in connection with the offering and (ii) the Company agreed to pay Maxim an aggregate fee equal to 8.0% of the gross proceeds raised in the offering.
In March 2023, we completed a registered direct offering with accredited investors pursuant to which we issued an aggregate of 837,207 shares of our common stock. In a concurrent private placement, we sold unregistered warrants to purchase an aggregate of 1,674,414 shares of common stock with an exercise price of $1.91 which were immediately exercisable upon issuance, expire five years from the date of issuance, and in certain circumstances may be exercised on a cashless basis. The Company used a portion of the net proceeds of the offering to repay the outstanding principal amount of a senior secured convertible note issued to an institutional investor on August 15, 2022, as amended, and used the remainder of the net proceeds for working capital, capital expenditures, product development, and other general corporate purposes. On April 28, 2023 we registered the shares underlying the warrants for resale under the Securities Act. The Company issued the unregistered warrants in reliance on the exemptions from registration pursuant to Section 4(a)(2) of the Securities Act and Rule 506(b) promulgated thereunder.
Item 3. Defaults Upon Senior Securities
None.
Item 4. Mine Safety Disclosures
Not applicable.
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