Item 2. Unregistered Sales of Equity Securities
Item
2. Unregistered Sales of Equity Securities and Use of Proceeds
On
April 1, 2023, the Company entered into a convertible debt agreement with its landlord for aggregate principal of $12,552. The outstanding
principal balance together with the unpaid and accrued interest of the notes was converted upon the completion of the Company’s
IPO at a conversion price equal to 70% of its initial public offering price, for a total of 3,631 shares of common stock.
On
May 11, 2023, the Company entered into a convertible debt agreement with a holder for aggregate principal of $25,000. The outstanding
principal balance together with the unpaid and accrued interest of the notes was converted upon the completion of the Company’s
IPO at a conversion price equal to 70% of its initial public offering price, for a total of 7,228 shares of common stock.
On
June 29, 2023, our Registration Statement on Form S-1, as amended (File No. 333-260565), was declared effective in connection with our
IPO, pursuant to which we sold an aggregate of 3,900,000 shares of common stock to The Benchmark Company, LLC, as representative
of the underwriters (the “Representative”), at a public offering price of $5.00 per share for total gross proceeds of $19,500,000.
On July 10, 2023, we sold an additional 585,000 shares of common stock to the Representative in connection with its exercise in
full of its over-allotment option at a public offering price of $5.00 per share for additional gross proceeds of $2,925,000. The Company
intends to use the proceeds primarily to (i) initiate and conduct studies related to its therapeutic treatments, (ii) conduct clinical
trials and operations, (iii) develop its product candidates, and (iv) fund its working capital and general corporate activities.
Item
3. Defaults Upon Senior Securities
None.
Item
4. Mine Safety Disclosures
Not
applicable.
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