UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
−Removed: None other than as disclosed on our Form 8-K filed with the Commission on November 18, 2024.
DEFAULTS UPON SENIOR SECURITIES
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O THER INFORMATION
−Removed: Sale of holdings by David Lazar:
−Removed: As disclosed on Form 13D/A
−Removed: filed on November 15, 2024 by Mr.
−Removed: David Lazar, our CEO and Chairman of the Board of Directors (“Lazar”), on November 13, 2024,
−Removed: David Lazar, our CEO and Chairman of the Board of Directors entered into a Securities Purchase Agreement (the “Lazar Purchase
−Removed: Agreement”) with the purchasers named therein (the “Lazar Purchasers”), pursuant to which Lazar agreed to sell to the
−Removed: Lazar Purchasers all of his right and interest in either (i) 1,570,027 shares of Series A Preferred Stock (“Closing 1”) or
−Removed: (ii) 2,000,000 shares of Series A Preferred Stock (“Closing 2”), which is dependent on whether certain conditions are satisfied.
−Removed: If Closing 1 is completed, the aggregate purchase price to be paid by the Lazar Purchasers under the Lazar Purchase Agreement will be
−Removed: If Closing 2 is completed, the aggregate purchase price to be paid by the Lazar Purchasers under the Lazar Purchase Agreement
−Removed: will be $500,000.
−Removed: Within five business days following November 13, 2024, the Lazar Purchasers are required to wire $200,000 to Lazar as
−Removed: an advance of the applicable purchase price.
−Removed: The Lazar Purchase Agreement is subject to the satisfaction of certain closing conditions, including the approval by the our board of directors and stockholders of certain actions, continued listing of our Common Stock on the Nasdaq Capital Market, the Nasdaq Global Market, the Nasdaq Global Select Market, or any successors to any of the foregoing, and Closing of the Purchase Agreement entered into by the Company as disclosed in Item 2 of this Report on Form 10-Q which is incorporated by reference into this Item 5, and contains customary representations, warranties and agreements of Lazar and the Purchasers, indemnification rights and other obligations of the parties.
Exhibit Description
−Removed: Securities Purchase Agreement, effective
−Removed: as of November 13, 2024, by and among the Company and the Investors (incorporated by reference to Exhibit 10.1 to the Current Report
−Removed: on Form 8-K filed with the SEC on November 18, 2024).
+Added: Certificate of Amendment of Amended and Restated Certificate of Incorporation, effective February 27, 2025 (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8- K, filed with the SEC on February 28, 2025).
+Added: Second Amended and Restated Bylaws of the Company (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8- K, filed with the SEC on March 28, 2025).
+Added: Amended and Restated Securities Purchase Agreement by and among the Company, the Purchasers and Seller, effective as of February 18, 2025 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8- K, filed with the SEC on February 24, 2025).
+Added: Amendment No.
+Added: 1 to the Securities Purchase Agreement dated as of November 12, 2024 (“Amendment No.
+Added: 1”) among the Purchasers and the Company, effective as of February 18, 2025 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8- K, filed with the SEC on February 24, 2025).
CEO Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.†
+Added: CFO Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.†
CEO Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.†
+Added: CFO Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.†
XBRL Instance Document
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Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).
−Removed: In accordance with Rule 12b-32 under the Securities Exchange Act of 1934, as amended, reference is made to the documents previously filed with the Securities and Exchange Commission, which documents are hereby incorporated by reference.
−Removed: Compensation Plan or Arrangement.
In accordance with Item 601(b)(32)(ii) of Regulation S-K, the certifications furnished in Exhibit 32.1 and Exhibit 32.2 hereto are deemed to accompany this Form 10-Q and will not be deemed “filed” for purposes of Section 18 of the Exchange Act.
1 unchanged sentence
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
−Removed: November 19, 2024
−Removed: /s/ David Lazar
−Removed: Chief Executive Officer and Chief Financial Officer of the Company
−Removed: (on behalf of Registrant and as Principal Financial Officer)
+Added: /s/ Li Wai Chung
+Added: Chief Executive Officer and President
+Added: (on behalf of Registrant and as Principal Executive Officer)
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.