What changed in this filing

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Item 5. Market for Registrant’s Common Equity

2023-03-27 compared with 2022-03-28 · 26 added, 38 removed, 12 unchanged (84% of the section changed)

2 unchanged sentences

there was no public market for our common stock.

of Proceeds from Initial Public Offering

December 20, 2021, we closed the initial public offering of our common stock pursuant to which we issued and sold 4,200,000 shares of

our common stock at a price to the public of $5.00 per share.

In addition, on January 5, 2022, we sold an additional 630,000 shares of

our common stock pursuant to the underwriter’s option to purchase additional shares to cover over-allotments.

All of the shares

of common stock issued and sold in our initial public offering were registered under the Securities Act pursuant to a registration statement

on Form S-1 (File No.

333-259591), which was declared effective by the SEC on December 15, 2021.

We received net proceeds of approximately

$21.6 million, after deducting underwriting discounts and commissions and offering expenses borne by us.

None of the expenses

incurred by us were direct or indirect payments to any of (i) our directors or officers or their associates, (ii) persons owning 10%

or more of our common stock, or (iii) our affiliates.

There has been no material change in the planned use of proceeds from our initial

as described in our final prospectus filed with the SEC on December 17, 2021 pursuant to Rule 424(b)(4).

ThinkEquity acted as sole book-running

manager for the offering.

The offering commenced on December 10, 2021 and did not terminate before all securities registered in the registration

statement were sold.

of March 17, 2023, there were 13 stockholders of record of our common stock.

The actual number of holders of our common

stock is greater than this number of record holders, and includes stockholders who are beneficial owners, but whose shares are held in

street name by brokers or held by other nominees.

This number of holders of record also does not include stockholders whose shares may

be held in trust by other entities.

The actual number of holders of our common stock is

greater than this number of record holders, and includes stockholders who are beneficial owners, but whose shares are held in street

name by brokers or held by other nominees.

This number of holders of record also does not include stockholders whose shares may be

held in trust by other entities.

have never paid or declared any cash dividends on our common stock, and we do not anticipate paying any cash dividends on our common

6 unchanged sentences

Sales of Unregistered Securities

March and April 2021, we entered into a series of unsecured convertible promissory notes with both related and unrelated parties in the

aggregate principal amount of $260,000.

Of the $260,000 principal amount, we received $200,000 in cash proceeds and issued $60,000 in

notes in exchange for services.

December 20, 2021, we issued an aggregate of 5,633,689 shares of our common stock upon the conversion of $4,763,891 in outstanding convertible

notes (including interest accrued thereon).

the year ended December 31, 2021, we granted options to purchase up to 736,500 shares of our common stock to our officers and options

to purchase up to 292,500 shares of our common stock to members of our board of directors and our scientific advisors.

On December 20, 2021, the Company issued 20,000

shares of common stock to a third party in consideration for services provided to the Company.

deemed the offers, sales and issuances of the securities described above to be exempt from registration under the Securities Act in reliance

on Section 4(a)(2) of the Securities Act, including Regulation D and Rule 506 promulgated thereunder, relative to transactions by an

issuer not involving a public offering, or Rule 701 of the Securities Act.

Purchases of Equity Securities

following table provides information about our purchases of equity securities during the quarter ended December 31, 2022.

quarter ended December 31, 2022, we repurchased 34,945 shares of our common stock at a cost

have used available cash to finance these repurchases.

Total Number of Shares Purchased

Average Price Paid per Share (1)

Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (2)

Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs

(in thousands)

10/1/2022 – 10/31/2022

11/1/2022 – 11/30/2022

12/1/2022 – 12/31/2022

The average price paid per share and approximate dollar value of shares that may yet be purchased

under the share repurchase program exclude fees, commissions, and other charges for the related transactions.

On April 29, 2022, our board of directors authorized the repurchase of up to $1,000,000 shares of our common stock.

Under this program,

we could repurchase shares of our common stock in the open market or through privately-negotiated transactions.

(3) The share repurchase plan became effective on

April 29, 2022 and expired on December 31, 2022.

As such, as of December 31, 2022, we did not have any amount authorized for repurchase

under the share repurchase plan.

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