Item 2. Unregistered Sales of Equity Securities
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
In May 2023, the Company consummated a private placement of securities, pursuant to which the Company issued and sold common stock purchase warrants exercisable for an aggregate of up to 2,972,264 shares of common stock at an exercise price of $1.33 per share of common stock (the “May Warrants”). The May Warrants were not registered under the Securities Act, and were offered pursuant to an exemption from the registration requirements of the Securities Act provided in 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 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 June 7, 2023.
In July 2023, the Company entered into warrant exercise inducement offer letters (the “Inducement Letters”) with holders of the May Warrants pursuant to which such holders agreed to exercise for cash May Warrants, in full or in part, in exchange for the Company’s agreement to issue new warrants (the “Inducement Warrants”) to purchase up to a quantity of shares of common stock equal to 100% of the number of shares of common stock issued pursuant to the exercise of the May Warrants. Pursuant to the Inducement Letters, the Company issued Inducement Warrants to purchase an aggregate of up to 510,000 shares of common stock. The Inducement Warrants were issued on substantially the same terms as the May Warrants, except that each Inducement Warrant is exercisable at a price per share of common stock of $1.29, which is equal to the Minimum Price (as defined by the Nasdaq Listing Rules). Each 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 Inducement Warrants are then registered or may be resold under Rule 144 under the Securities Act. The Company issued the 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 Inducement Warrants were subsequently registered for resale pursuant to a Registration Statement on Form S-1 (File No. 333-274155), which was declared effective by the Securities and Exchange Commission on August 30, 2023.
Item 3. Defaults Upon Senior Securities
None.
Item 4. Mine Safety Disclosures
Not applicable.
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