What changed in this filing

/stocks — the workspaceLOADING

Item 2. Unregistered Sales of Equity Securities

2023-01-17 compared with 2022-10-17 · 80 added, 18 removed, 5 unchanged (95% of the section changed)

2 – UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

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.

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

October 19, 2022, the Company 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.

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

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 two individuals and one entity who are all

October 19, 2022, the Company issued 20,000 shares of our common stock at a deemed price of $1.70 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.

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.

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.

October 19, 2022, the Company issued 10,000 shares of our common stock at a deemed price of $3.66 per share to one individual 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 individual who is a U.S.

October 19, 2022, the Company issued 5,000 shares of our common stock at a deemed price of $2.56 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.

October 24, 2022, the Company issued 100,000 shares of our common stock at price of $2.00 per share to 2 individuals pursuant to the

exercise of warrants.

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 50,000 shares to one individual who is a U.S.

In addition, we relied upon the exemption

from registration under the U.S.

Securities Act provided by Rule 903 of Regulation S promulgated under the U.S.

Securities Act for the

issuance of the 50,000 shares to the one individual who is a non-U.S.

October 24, 2022, the Company issued 70,000 shares of our common stock at price of $3.00 per share to one individual pursuant to the

exercise of warrants.

We relied upon the exemption from registration under the U.S.

Securities Act provided by Rule 903 of Regulation

S promulgated under the U.S.

Securities Act for the issuance of the shares to the individual who is a non-U.S.

November 3, 2022, the Company issued 20,000 shares of our common stock at price of $3.00 per share to 2 individuals pursuant to the exercise

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 10,000 shares to one individual who is a U.S.

In addition, we relied upon the exemption

from registration under the U.S.

Securities Act provided by Rule 903 of Regulation S promulgated under the U.S.

Securities Act for the

issuance of the 10,000 shares to the one individual who is a non-U.S.

November 3, 2022, the Company issued 5,000 shares of our common stock at a deemed price of $1.70 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.

November 3, 2022, the Company issued 25,000 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.

November 3, 2022, the Company issued 200,000 shares of our common stock at a deemed price of $0.74 per share to one individual 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 individual who is a U.S.

November 4, 2022, we issued an aggregate of 1,887,500 shares of common stock at a price of $4.00 per share to eleven individuals due

to the closing of our private placement at $4.00 per share for aggregate gross proceeds of $7,550,000.

We relied upon the exemption from

registration under the U.S.

Securities Act provided by Rule 903 of Regulation S promulgated under the U.S.

Securities Act for the issuance

of the shares to the eleven individuals who were non-U.S.

persons as the securities were issued to the individuals through offshore transactions

which were negotiated and consummated outside the United States.

November 4, 2022, we issued 91,875 shares of common stock at a price of $4.00 per share for a total

value of $367,500 to one individual as finder’s fees.

We relied upon the exemption from registration under the Securities Act provided

by Rule 903 of Regulation S promulgated under the Securities Act for the issuance of the shares to the individual who is a non-U.S.

November 21, 2022, we issued 1,000,000 shares of common stock at a price of $4.00 per share to one entity due to the closing of our private

placement at $4.00 per share for aggregate gross proceeds of $4,000,000.

We relied upon the exemption from registration under the Securities

Act, provided by Rule 506(b) of Regulation D or Section 4(a)(2) under the Securities Act for the issuance of the shares to the one entity,

which is a U.S.

November 29, 2022, we issued 168,000 common stock purchase warrants to purchase 168,000 shares of our common stock at a price of $1.75

per share until August 9, 2027, to one entity pursuant to a financial advisory agreement.

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 which is a U.S.

November 29, 2022, we issued 28,312 common stock purchase warrants to purchase 28,312 shares of

our common stock at a price of $8.22 per share until November 4, 2025, to one entity pursuant to a financial advisory agreement.

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 which is a U.S.

November 29, 2022, we issued 10,000 common stock purchase warrants to purchase 10,000 shares of

our common stock at a price of $6.70 per share until November 21, 2025, to one entity pursuant to a financial advisory agreement.

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 which is a U.S.

3 – DEFAULTS UPON SENIOR SECURITIES

disclosed on a Current Report on Form 8-K filed with the SEC on November 22, 2022.

4 – 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.

What changed 10-Q

Item 2. Unregistered Sales of Equity Securities