What changed in this filing

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Item 2. Unregistered Sales of Equity Securities

2025-05-14 compared with 2024-11-14 · 46 added, 20 removed, 2 unchanged (97% of the section changed)

Unregistered Sales of Equity Securities and Use of Proceeds.

Except as disclosed below, during the quarter ended September 30, 2024, there were no unregistered sales of our securities that were

not reported in a Current Report on Form 8-K.

August 23, 2024, two investors entered into conversion agreements (the “Conversion Agreements”) with the Company, pursuant

to which the Company agreed to convert the principal amount, plus any accrued but unpaid interest pursuant to two outstanding promissory

notes, totalling $20,076 each (the “Debt”), held by the Investors to Common Stock at a conversion price of $1.02 per share.

in satisfaction of the Debt and pursuant to the Conversion Agreement, the Company issued to each of the two Investors three warrants

(each an “August 23 Warrant”).

Each August 23 Warrant becomes exercisable on August 16, 2025, and has term of 10 years.

August 23 Warrants are exercisable for cash only and have no price-based antidilution.

The first August 23 Warrant is for 10,707 shares

of Common Stock and is exercisable at $1.875 per share.

The second August 23 Warrant is for 7,648 shares of Common Stock, exercisable

at $2.625 per share.

The third August 23 Warrant is for 5,948 shares of Common Stock, exercisable at $3.375 per share.

August 23 Warrants and the shares issued in satisfaction of the Debt were issued in reliance on the exemption from registration requirements

thereof provided by Section 4(a)(2) of the Securities Act and Regulation D promulgated under the Securities Act.

The Company relied on

this exemption from registration based in part on representations made by the investors.

Not applicable.

Unregistered Sales of Equity Securities

and Use of Proceeds.

(a) Except as disclosed below, during the quarter

ended March 31, 2025, there were no unregistered sales of our securities that were not reported in a Current Report on Form 8-K.

On February 13, 2025, the Company received exchange

notices from a holder of the Series B Warrants, with respect to an aggregate of 646 of the Series B Warrants, requiring the delivery of

1,940 shares of Common Stock according to the alternative cashless exercise feature applicable to the Series B Warrants sold in the 2024

November Offerings.

The remaining 646 Series B Warrants are exchangeable for an aggregate of approximately 1,940 shares of Common Stock

(subject to adjustment in the event of any stock dividend and split, reverse stock split, recapitalization, reorganization or similar

transaction).

The Series B Warrants contained an alternative cashless

exercise feature, pursuant to which the holder of a Series B Warrant could exchange such Series B Warrant to acquire, on a cashless basis,

for additional shares of Common Stock, pursuant to a formula set forth in the Series B Warrants that provided for the acquisition of up

to 300% of the number of shares that could otherwise be purchased under such Series B Warrant pursuant to a cash exercise of such Series

The issuance of Common Stock was made pursuant to

the exemption from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), provided

by Section 3(a)(9) of the Securities Act, on the basis that (a) the shares of Common Stock were issued in exchange for other outstanding

securities of the Company;

(b) there was no additional consideration delivered by the holder in connection with the exchange;

there were no commissions or other remuneration paid by the Company in connection with the exchange.

Issuance Under Intellectual Property Purchase Agreement

On October 7, 2022, the Company entered into the Intellectual

Property Purchase Agreement (the “IP Purchase Agreement”) with Paul Goode, which is the Company’s Chief Executive Officer,

pursuant to which Dr.

Goode sold, assigned, transferred, conveyed and delivered to the Company, all of his right, title and interest in

and to the following assets, properties and rights (collectively, the “Purchased Assets”):

(a) all rights, title, interests

in all current and future intellectual property, including, but not limited to patents, trademarks, trade secrets, industry know-how and

other IP rights relating to an implantable continuous glucose sensor (collectively, the “Conveyed Intellectual Property”);

and (b) all the goodwill relating to the Purchased Assets.

In consideration for the sale by Dr.

Purchased Assets to the Company, the Company paid to Dr.

Goode cash in the amount of one dollar and became obligated to issue up to 10,000

shares of Common Stock based upon specified performance milestones as set forth in the IP Purchase Agreement (the “Purchase Price”).

In addition, if upon the final issuance of Common Stock under the IP Purchase Agreement, the aggregate 10,000 shares represent less than

1.5% of the then outstanding Common Stock of the Company, the final issuance will include such number of additional shares so that the

total aggregate issuance equals 1.5% of the outstanding shares (the “True-Up Shares”) of Common Stock of the Company.

shares of Common Stock to be issued under the IP Purchase Agreement shall be (i) restricted over a limited period as defined in the IP

Purchase Agreement and issued in transactions exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended

and (ii) subject to the lockup provisions.

On March 26, 2025, the Board determined that the third

milestone was met and that an additional 2,500 shares of Common Stock have been earned under the terms of the IP Purchase Agreement.

shares were issued in reliance on the exemption from registration requirements thereof provided by Section 4(a)(2) of the Securities Act.

(b) Not applicable.

Defaults Upon Senior Securities

Mine Safety Disclosures

Not applicable.

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