Unregistered Sales of Equity Securities and Use of Proceeds
−Removed: On June 29, 2022, the Company entered into a Professional Services and Consulting Agreement with a strategic business outreach and professional services consulting firm pursuant to which the Company issued $110,000 of restricted shares of common stock valued for this purpose at $0.446 a share, the volume-weighted daily average closing price of the common stock as reported on the OTCQX over the previous ten trading days (the “VWAP”), in consideration of services rendered and to be rendered under the Professional Services and Consulting Agreement.
−Removed: The Company also agree to issue the consulting firm an additional $55,000 of restricted shares valued at the VWAP at the time on the nine-month and twelve-month anniversaries of the date of the Professional Services and Consulting Agreement.
−Removed: The shares were, or will be, issued without registration under the Securities Act of 1933, as amended, pursuant to the exemptions from registration under Section 4(a)(2) of such Act and Regulation D for transactions not involving a public offering based upon the facts that the shares were issued to a single accredited investor in a privately negotiated transaction not involving the services of a broker-dealer or other intermediary or general solicitation or advertising.
+Added: In August 2022, in consideration of financial accommodations by Dr.
+Added: Niihara and their affiliated company, Hope International Hospice, Inc., the Company granted to Dr.
+Added: Niihara a five-year warrant to purchase up to 500,000 shares of our common stock at an exercise price of $2.50 a share.
+Added: Niihara’s service to the Company terminates for any reason other than a termination for “cause” (as defined) or by reason of his death or disability, the warrant will expire to the extent it is not exercised within 90 days following his termination.
+Added: In the event of his termination as a director for “cause,” the warrant will immediately terminate.
+Added: The warrant will remain exercisable for its full term in the event of termination of Dr.
+Added: Niihara’s service by reason of his death or disability.
+Added: The warrant was granted without registration under the Securities Act of 1933, as amended, pursuant to the exemptions from registration under Section 4(a)(2) of such Act and Regulation D for transactions not involving a public offering based upon the facts that it was granted to the Chairman and Chief Executive Officer of the Company in a private transaction.
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.