−Removed: ITEM 2 – UNREGISTERED SALES OF EQUITY SECURITIES,
−Removed: USE OF PROCEEDS AND ISSUER PURCHASES OF EQUIRY SECURITIES
−Removed: On March 29, 2024, we issued 17,500 shares of our
−Removed: common stock at a deemed price of $2.80 per share to one entity pursuant to consulting agreements, dated February 27, 2023 and February
−Removed: We relied upon the exemption from registration under the Securities Act provided by Rule 506(b) or Section 4(a)(2) of the Securities
−Removed: Act for the issuance of the shares to the entity that is a U.S.
+Added: UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
+Added: On October 11, 2024, we issued an aggregate of
+Added: 1,095,000 shares of common stock at a price of $1.50 per share to 15 individuals due to the closing of our private placement at $1.50
+Added: per share for aggregate gross proceeds of $1,642,500.
+Added: We relied upon the exemption from registration under the United States Securities
+Added: Act of 1933, as amended (the “U.S.
+Added: Securities Act”), provided by Rule 903 of Regulation S promulgated under the U.S.
+Added: Act for the issuance of the shares to the 15 individuals who were non-U.S.
+Added: persons as the securities were issued to the individuals through
+Added: offshore transactions where were negotiated and consummated outside the United States.
+Added: In connection with the closing of the private
+Added: placement, we paid cash finder’s fees of an aggregate of $158,000 to three individuals.
ITEM 3 – DEFAULTS UPON SENIOR SECURITIES
2 unchanged sentences
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.