2 – UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
−Removed: 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
−Removed: and one entity pursuant to consulting agreements.
−Removed: We relied upon the exemption from registration under the Securities Act provided by
−Removed: 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
−Removed: 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
−Removed: a consulting agreement.
−Removed: We relied upon the exemption from registration under the Securities Act provided by Rule 506(b) or Section 4(a)(2)
−Removed: of the Securities Act for the issuance of the shares to the entity that is a U.S.
−Removed: 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
−Removed: to a consulting agreement.
−Removed: We relied upon the exemption from registration under the Securities Act provided by Rule 506(b) or Section
−Removed: 4(a)(2) of the Securities Act for the issuance of the shares to the individual who is a U.S.
−Removed: 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
−Removed: a consulting agreement.
−Removed: We relied upon the exemption from registration under the Securities Act provided by Rule 506(b) or Section 4(a)(2)
−Removed: of the Securities Act for the issuance of the shares to the entity that is a U.S.
−Removed: 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
−Removed: exercise of warrants.
−Removed: We relied upon the exemption from registration under the Securities Act provided by Rule 506(b) or Section 4(a)(2)
−Removed: of the Securities Act for the issuance of the 50,000 shares to one individual who is a U.S.
−Removed: In addition, we relied upon the exemption
−Removed: from registration under the U.S.
−Removed: Securities Act provided by Rule 903 of Regulation S promulgated under the U.S.
−Removed: Securities Act for the
−Removed: issuance of the 50,000 shares to the one individual who is a non-U.S.
−Removed: 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
−Removed: exercise of warrants.
−Removed: We relied upon the exemption from registration under the U.S.
−Removed: Securities Act provided by Rule 903 of Regulation
−Removed: S promulgated under the U.S.
−Removed: Securities Act for the issuance of the shares to the individual who is a non-U.S.
−Removed: 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
+Added: March 17, 2023, we issued 2,465,816 shares of common stock at price of $0.863 per share to our primary lender pursuant to the conversion
+Added: of $2,128,000 of principal amount of the Note issued to our primary lender on August 9, 2022.
+Added: We relied upon the exemption from the registration
+Added: requirements under the U.S.
+Added: Securities Act, provided by Section 3(a)(9) of the U.S.
+Added: Securities Act with respect to the issuance of the
+Added: April 18, 2023, we issued 20,000 shares of common stock at a price of $3.00 per share pursuant to the exercise of warrants.
+Added: upon the exemption from registration under the Securities Act provided by Rule 903 of Regulation S promulgated under the Securities Act
+Added: for the issuance of the 20,000 shares to the individual who is a non-U.S.
+Added: April 24, 2023, we issued 70,000 shares of our common stock at a deemed price of $1.64 per share to one entity pursuant to a consulting
We relied upon the exemption from registration under the Securities Act provided by Rule 506(b) or Section 4(a)(2) of the
−Removed: Securities Act for the issuance of the 10,000 shares to one individual who is a U.S.
−Removed: In addition, we relied upon the exemption
−Removed: from registration under the U.S.
−Removed: Securities Act provided by Rule 903 of Regulation S promulgated under the U.S.
−Removed: Securities Act for the
−Removed: issuance of the 10,000 shares to the one individual who is a non-U.S.
−Removed: 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
−Removed: a consulting agreement.
−Removed: We relied upon the exemption from registration under the Securities Act provided by Rule 506(b) or Section 4(a)(2)
−Removed: of the Securities Act for the issuance of the shares to the entity that is a U.S.
−Removed: 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
−Removed: a consulting agreement.
−Removed: We relied upon the exemption from registration under the Securities Act provided by Rule 506(b) or Section 4(a)(2)
−Removed: of the Securities Act for the issuance of the shares to the entity that is a U.S.
−Removed: 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
−Removed: to a consulting agreement.
−Removed: We relied upon the exemption from registration under the Securities Act provided by Rule 506(b) or Section
−Removed: 4(a)(2) of the Securities Act for the issuance of the shares to the individual who is a U.S.
−Removed: 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
−Removed: to the closing of our private placement at $4.00 per share for aggregate gross proceeds of $7,550,000.
−Removed: We relied upon the exemption from
−Removed: registration under the U.S.
−Removed: Securities Act provided by Rule 903 of Regulation S promulgated under the U.S.
−Removed: Securities Act for the issuance
−Removed: of the shares to the eleven individuals who were non-U.S.
−Removed: persons as the securities were issued to the individuals through offshore transactions
−Removed: which were negotiated and consummated outside the United States.
−Removed: November 4, 2022, we issued 91,875 shares of common stock at a price of $4.00 per share for a total
−Removed: value of $367,500 to one individual as finder’s fees.
−Removed: We relied upon the exemption from registration under the Securities Act provided
−Removed: 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.
−Removed: 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
−Removed: placement at $4.00 per share for aggregate gross proceeds of $4,000,000.
−Removed: We relied upon the exemption from registration under the Securities
−Removed: 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,
−Removed: which is a U.S.
−Removed: 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
−Removed: per share until August 9, 2027, to one entity pursuant to a financial advisory agreement.
−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 entity which is a U.S.
−Removed: November 29, 2022, we issued 28,312 common stock purchase warrants to purchase 28,312 shares of
−Removed: our common stock at a price of $8.22 per share until November 4, 2025, to one entity pursuant to a financial advisory agreement.
−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 entity which is a U.S.
−Removed: November 29, 2022, we issued 10,000 common stock purchase warrants to purchase 10,000 shares of
−Removed: our common stock at a price of $6.70 per share until November 21, 2025, to one entity pursuant to a financial advisory agreement.
−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 entity which is a U.S.
+Added: Securities Act for the issuance of the shares to the entity that is a U.S.
3 – DEFAULTS UPON SENIOR SECURITIES
−Removed: 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.