Item 2. Unregistered Sales of Equity Securities
Item
2. Unregistered Sales of Equity Securities and Use of Proceeds.
The
securities issued in connection with the closing of each of the September 2024 Transactions were exempt from the registration requirements
of the Securities Act of 1933, as amended (the “Securities Act”), under Section 3(a)(9) of the Securities Act, Section 4(a)(2)
of the Securities Act and/or Rule 506 of Regulation D of the Securities Act. Each of the investors in the common stock private placement
and the bridge notes represented to the Company that it is an accredited investor within the meaning of Rule 501(a) of Regulation D and
that it is acquiring the securities for investment only and not with a view towards, or for resale in connection with, the public sale
or distribution thereof. Each party to an Exchange Agreement represented to the Company that it has not paid or given, and will not pay
or give, to any person, any commission or other remuneration, directly or indirectly, for soliciting the exchange of securities thereunder.
None of the securities offered in the September 2024 Transactions were offered through any general solicitation by the Company or its
representatives. This report is not an offer to sell or a solicitation of an offer to buy any of the securities described herein.
Item
3. Defaults Upon Senior Securities.
None.
Item
4. Mine Safety Disclosures.
Not
Applicable.
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.