What changed in this filing

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Item 5. Market for Registrant’s Common Equity

2025-03-31 compared with 2024-04-01 · 23 added, 4 removed, 15 unchanged (64% of the section changed)

7 unchanged sentences

Companies section 3.2.b.2.

On March 20, 2024 we received notice from the OTCQX indicating that the Company’s market capitalization has

stayed above the required $5 million for ten consecutive trading days preceding the date of such notice, and that the Company currently

satisfies the standards for continued qualification for the OTCQX U.S.

On March 20, 2024 we received

notice from the OTCQX indicating that the Company’s market capitalization has stayed above the required $5 million for ten consecutive

trading days preceding the date of such notice, and that the Company currently satisfies the standards for continued qualification for

the OTCQX U.S.

tier under the OTCQX Rules for U.S.

had 191 stockholders of record as of February 29, 2024.

Company may seek an uplisting of its common stock to Nasdaq, but no assurances can be given that a Nasdaq listing will be achieved.

had 184 stockholders of record as of March 21, 2025.

Not reflected in the number of stockholders of record are persons who beneficially

4 unchanged sentences

Sales of Equity Securities

October 10, 2024, we and the Investors entered into the Exchange Agreement pursuant to which the Company exchanged an aggregate of 47,000

shares of the Company’s existing Series B Preferred Stock, comprised of 28,000 shares of Series B Preferred Stock held by Ampersand

and 19,000 shares of Series B Preferred Stock held by 1315 Capital, which represented all of the Company’s issued and outstanding

Series B Preferred Stock, for 47,000 newly created shares of Series C Preferred Stock.

In the Exchange, Ampersand received 28,000 shares

of Series C Preferred Stock and 1315 received 19,000 shares of Series C Preferred Stock.

shares of Series C Preferred Stock issued in the Exchange were not registered under the Securities Act, and were issued in reliance on

the exemptions from registration provided by Section 4(a)(2) under the Securities Act and Regulation D promulgated thereunder, for transactions

not involving a public offering.

connection with the Exchange, on October 10, 2024, the Company and the Investors entered the Amended and Restated Investor Rights Agreement.

Pursuant to the Amended and Restated Investor Rights Agreement, the Company and the Investors established certain terms and conditions

concerning the rights of and restrictions on the Investors with respect to the ownership of the Series C Preferred Stock of the Company.

Amended and Restated Investor Rights Agreement provides the Investors with (1) demand registration rights exercisable beginning on the

date of the Closing and subject to certain limitations described therein, (2) piggy-back registration rights at any time the Company

proposes to file a registration statement under the Securities Act, with respect to an offering of equity securities, or securities or

other obligations exercisable or exchangeable for, or convertible into, equity securities, subject to certain exceptions described therein,

and (3) shelf registration rights

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-K

Item 5. Market for Registrant’s Common Equity