Item 2. Unregistered Sales of Equity Securities
ITEM
2 – UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
On
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 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
U.S. persons.
On
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. person.
On
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. person.
On
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. person.
On
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. person. 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. person.
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On
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. person.
On
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
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 10,000 shares to one individual who is a U.S. person. 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. person.
On
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. person.
On
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. person.
On
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. person.
On
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.
On
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. person.
On
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. person.
On
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. 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 which is a U.S. person.
On
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. 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 which is a U.S. person.
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On
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. 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 which is a U.S. person.
ITEM
3 – DEFAULTS UPON SENIOR SECURITIES
Previously
disclosed on a Current Report on Form 8-K filed with the SEC on November 22, 2022.
ITEM
4 – MINE SAFETY DISCLOSURES
Not
applicable
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