−Removed: ITEM 2 – UNREGISTERED SALES OF EQUITY SECURITIES
−Removed: AND USE OF PROCEEDS
−Removed: On March 7, 2022, we issued 5,000 shares of our common
−Removed: stock at a deemed price of $5.00 per share to one entity pursuant to a consulting agreement.
−Removed: We relied upon the exemption from registration
−Removed: under the Securities Act provided by Rule 506(b) or Section 4(a)(2) of the Securities Act for the issuance of the shares to the entity
−Removed: that is a U.S.
−Removed: On March 23, 2022, we issued 10,000 shares of our
−Removed: common stock at a deemed price of $3.66 per share to one individual pursuant to a consulting agreement.
−Removed: We relied upon the exemption from
−Removed: registration under the Securities Act provided by Rule 506(b) or Section 4(a)(2) of the Securities Act for the issuance of the shares
−Removed: to the individual who is a U.S.
−Removed: On March 23, 2022, we issued an aggregate of 25,000
−Removed: shares of our common stock at a deemed price of $2.85 per share to two individuals and one entity pursuant to consulting agreements.
−Removed: relied upon the exemption from registration under the Securities Act provided by Rule 506(b) or Section 4(a)(2) of the Securities Act
−Removed: for the issuance of the shares to the two individuals and one entity who are all U.S.
−Removed: On April 14, 2022, we issued 5,000 shares of our common
−Removed: stock at a deemed price of $5.00 per share to one entity pursuant to a consulting agreement.
−Removed: We relied upon the exemption from registration
−Removed: under the Securities Act provided by Rule 506(b) or Section 4(a)(2) of the Securities Act for the issuance of the shares to the entity
−Removed: that is a U.S.
−Removed: On April 28, 2022, we issued 50,000 shares of our
−Removed: common stock at a deemed price of $2.61 per share to one entity pursuant to a consulting agreement.
−Removed: We relied upon the exemption from
−Removed: registration under the Securities Act provided by Rule 506(b) or Section 4(a)(2) of the Securities Act for the issuance of the shares
−Removed: to the entity that is a U.S.
−Removed: On April 28, 2022, we issued 5,000 shares of our common
−Removed: stock at a deemed price of $2.56 per share to one entity pursuant to a consulting agreement.
−Removed: We relied upon the exemption from registration
−Removed: under the Securities Act provided by Rule 506(b) or Section 4(a)(2) of the Securities Act for the issuance of the shares to the entity
−Removed: that is a U.S.
−Removed: On April 28, 2022, we issued 20,000 shares of our
−Removed: common stock at a deemed price of $2.51 per share to one individual pursuant to a consulting agreement.
−Removed: We relied upon the exemption from
−Removed: registration under the Securities Act provided by Rule 903 of Regulation S promulgated under the Securities Act to the one individual
−Removed: that is a non-U.S.
−Removed: person as the shares were issued to the individual through an offshore transaction which was negotiated and consummated
−Removed: outside of the United States.
−Removed: On May 10, 2022, we issued 5,000 shares of our common
−Removed: stock at a deemed price of $5.00 per share to one entity pursuant to a consulting agreement.
−Removed: We relied upon the exemption from registration
−Removed: under the Securities Act provided by Rule 506(b) or Section 4(a)(2) of the Securities Act for the issuance of the shares to the entity
−Removed: that is a U.S.
−Removed: On May 10, 2022, we issued 5,000 shares of our common
−Removed: stock at a deemed price of $3.66 per share to one individual pursuant to a consulting agreement.
−Removed: We relied upon the exemption from registration
−Removed: under the Securities Act provided by Rule 506(b) or Section 4(a)(2) of the Securities Act for the issuance of the shares to the individual
−Removed: who is a U.S.
−Removed: On May 16, 2022, we issued 20,000 shares of our common
−Removed: stock at a deemed price of $2.03 per share to one entity pursuant to a consulting agreement.
−Removed: We relied upon the exemption from registration
−Removed: under the Securities Act provided by Rule 506(b) or Section 4(a)(2) of the Securities Act for the issuance of the shares to the entity
−Removed: that is a U.S.
−Removed: On July 5, 2022, we issued 5,000 shares of our common
−Removed: stock at a deemed price of $5.00 per share to one entity pursuant to a consulting agreement.
−Removed: We relied upon the exemption from registration
−Removed: under the Securities Act provided by Rule 506(b) or Section 4(a)(2) of the Securities Act for the issuance of the shares to the entity
−Removed: that is a U.S.
−Removed: On July 5, 2022, we issued an aggregate of 25,000
−Removed: shares of our common stock at a deemed price of $2.70 per share to two individuals and one entity pursuant to consulting agreements.
−Removed: relied upon the exemption from registration under the Securities Act provided by Rule 506(b) or Section 4(a)(2) of the Securities Act
−Removed: for the issuance of the shares to the two individuals and one entity who are all U.S.
−Removed: ITEM 3 – DEFAULTS UPON SENIOR SECURITIES
−Removed: ITEM 4 – MINE SAFETY DISCLOSURES
−Removed: Not applicable
+Added: – UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
+Added: July 5, 2022, we issued 5,000 shares of our common stock at a deemed price of $5.00 per share to one entity pursuant to a
+Added: consulting agreement.
+Added: We relied upon the exemption from the registration requirements under the Securities Act provided by Rule 506(b)
+Added: of Regulation D or Section 4(a)(2) of the Securities Act for the issuance of the shares to the entity that is a U.S.
+Added: July 5, 2022, we issued an aggregate of 25,000 shares of our common stock at a deemed price of $2.85 per share to two individuals
+Added: and one entity pursuant to consulting agreements.
+Added: We relied upon the exemption from the registration requirements under the Securities
+Added: Act provided by Rule 506(b) of Regulation D or Section 4(a)(2) of the Securities Act for the issuance of the shares
+Added: to the two individuals and one entity who are all U.S.
+Added: August 3, 2022, we issued 50,000 shares of our common stock at a deemed price of $1.22 per share to one entity pursuant to
+Added: a consulting agreement.
+Added: We relied upon the exemption from registration under the Securities Act provided by Rule 506(b) or
+Added: Section 4(a)(2) of the Securities Act for the issuance of the shares to the entity that is a U.S.
+Added: August 9, 2022, we issued a secured, two-year, interest free convertible promissory note in the principal amount of $4,800,000
+Added: (the “ Note ”) of which $4,000,000 was funded under the Note (representing the principal amount less a coupon
+Added: of 20%) and a common stock purchase warrant (the “ Warrant ”) to acquire 3,478,261 shares of our common stock
+Added: until August 9, 2027, at an exercise price of $1.75 per share, subject to adjustments as provided therein.
+Added: We relied upon
+Added: the exemption from the registration requirements under the Securities Act provided by Rule 506(b) of Regulation D or Section 4(a)(2)
+Added: of the Securities Act for the issuance of the Note and the Warrant to the entity that is a U.S.
+Added: – DEFAULTS UPON SENIOR SECURITIES
+Added: – MINE SAFETY DISCLOSURES
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.