Item 2. Unregistered Sales of Equity Securities
ITEM
2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
During
the quarter ended September 30, 2025, the Company did not sell any equity securities that were not registered under the Securities Act
of 1933. For information about securities sold after quarter end, see “Subsequent events” in Note 13.
In October 2025, we completed a private placement of common stock and pre-funded
warrants. The transaction is described in Management’s Discussion and Analysis of Financial Condition and Results of Operations – Recent
Developments. No proceeds from the exercise of the pre-funded
warrants were received at closing due to the nominal exercise price. The common stock and pre-funded warrants were issued in reliance
upon exemptions from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”),
or Rule 506 of Regulation D promulgated thereunder, as the transactions did not involve any public offering.
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