Item 2. Unregistered Sales of Equity Securities
ITEM
2 – UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
On
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
of $2,128,000 of principal amount of the Note issued to our primary lender on August 9, 2022. We relied upon the exemption from the registration
requirements under the U.S. Securities Act, provided by Section 3(a)(9) of the U.S. Securities Act with respect to the issuance of the
shares.
On
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. 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 20,000 shares to the individual who is a non-U.S. person.
On
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
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.
ITEM
3 – DEFAULTS UPON SENIOR SECURITIES
None
ITEM
4 – MINE SAFETY DISCLOSURES
Not
applicable
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