Item 2. Unregistered Sales of Equity Securities
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
In April 2023, the Company completed a registered direct offering with accredited investors pursuant to which the Company issued an aggregate of 743,066 shares of common stock. In a concurrent private placement, the Company sold unregistered warrants (the “April Warrants”) to purchase an aggregate of up to 1,486,132 shares of common stock with an exercise price of $1.41 per share 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 April Warrants in reliance on the exemptions from registration pursuant to Section 4(a)(2) of the Securities Act and Rule 506(b) promulgated thereunder. The shares of common stock issuable upon exercise of the April Warrants were subsequently registered for resale pursuant to a Registration Statement on Form S-1 (File No. 333-271526), which was declared effective by the Securities and Exchange Commission on May 3, 2023.
In May 2023, the Company entered into warrant exercise inducement offer letters (the “May Inducement Letters”) with holders of the April Warrants pursuant to which such holders agreed to exercise for cash April Warrants, in full or in part, in exchange for the Company’s agreement to issue new warrants (the “May Inducement Warrants”) to purchase up to a quantity of shares of common stock equal to 200% of the number of shares of common stock issued pursuant to the exercise of the April Warrants. Pursuant to the May Inducement Letters, the Company issued May Inducement Warrants to purchase an aggregate of up to 2,972,264 shares of common stock. The May Inducement Warrants were issued on substantially the same terms as the April Warrants, except that each May Inducement Warrant is exercisable at a price per share of common stock of $1.33, which is equal to the Minimum Price (as defined by the Nasdaq Listing Rules). Each May Inducement Warrant was immediately exercisable upon issuance, with an expiry on the fifth anniversary of its issuance, and is callable by the Company at a redemption price of $0.50 per warrant, provided that the resale of the shares of common stock underlying the May Inducement Warrants are then registered or may be resold under Rule 144 under the Securities Act. The Company issued the May Inducement Warrants in reliance on the exemptions from registration pursuant to Section 4(a)(2) of the Securities Act and Rule 506(b) promulgated thereunder. The shares of common stock issuable upon exercise of the May Inducement Warrants were subsequently registered for resale pursuant to a Registration Statement on Form S-1 (File No. 333-272278), which was declared effective by the Securities and Exchange Commission on June 7, 2023.
Item 3. Defaults Upon Senior Securities
None.
Item 4. Mine Safety Disclosures
Not applicable.
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