Item 2. Unregistered Sales of Equity Securities
ITEM 2
– UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
On
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
consulting agreement. We relied upon the exemption from the registration requirements under the Securities Act provided by Rule 506(b)
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. person.
On
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
and one entity pursuant to consulting agreements. We relied upon the exemption from the registration requirements under the Securities
Act provided by Rule 506(b) of Regulation D or Section 4(a)(2) of the Securities Act for the issuance of the shares
to the two individuals and one entity who are all U.S. persons.
On
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
a consulting agreement. We relied upon the exemption from 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 to the entity that is a U.S. person.
On
August 9, 2022, we issued a secured, two-year, interest free convertible promissory note in the principal amount of $4,800,000
(the “ Note ”) of which $4,000,000 was funded under the Note (representing the principal amount less a coupon
of 20%) and a common stock purchase warrant (the “ Warrant ”) to acquire 3,478,261 shares of our common stock
until August 9, 2027, at an exercise price of $1.75 per share, subject to adjustments as provided therein. We relied upon
the exemption from the registration requirements under the Securities Act provided by Rule 506(b) of Regulation D or Section 4(a)(2)
of the Securities Act for the issuance of the Note and the Warrant to the entity that is a U.S. person.
ITEM 3
– DEFAULTS UPON SENIOR SECURITIES
None
ITEM 4
– MINE SAFETY DISCLOSURES
Not
applicable
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