What changed in this filing

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Item 5. Market for Registrant’s Common Equity

2024-09-20 compared with 2023-09-15 · 44 added, 25 removed, 47 unchanged (59% of the section changed)

16 unchanged sentences

our board of directors may consider.

Equity Compensation

Equity Compensation Plans

2020 Amended Equity Incentive Plan

19 unchanged sentences

if any, and information relating to the section of the Securities Act, or rule of the SEC, under which exemption from registration was

On February 15, 2022, pursuant

to the terms of a share transfer framework agreement (the “Transfer Agreement”) for acquisition of 100% of the ordinary shares

of Anivia Limited (“Anivia”) and its subsidiaries and VIE, the Company issued 3,083,700 restricted shares (subject to a lock-up

period of 180 days and insider trading rules) of the Company’s common stock to White Cherry Limited, a BVI company (“White

The shares issued under the Transfer Agreement were issued in accordance with Regulation S of the Securities Act.

see Note 4 of the Notes to Consolidated Financial Statements for further details concerning the transaction.

On January 27, 2021, the Company completed a private

placement offering pursuant to which the Company sold to two accredited investors an aggregate of $3,000,000 in convertible notes with

a 6% interest per annum (the “Convertible Note”) and warrants to purchase shares of Class A Common Stock equaling 80% of the

number of shares of Class A Common Stock issuable upon conversion of the Convertible Notes.

On June 18, 2024, we closed

on the Registered Direct offering of 2,083,334 Shares and a concurrent Private Placement of Warrants to purchase 2,083,334 Warrant Shares,

which were sold for gross aggregate proceeds of $5,000,002.

The Shares were sold pursuant to a prospectus supplement, filed on June 18,

2024, to the Registration Statement on Form S-3, originally filed on September 25, 2023, with the SEC (File No.

333-274665), and declared

effective by the SEC on September 29, 2023.

The Warrants, which were issued pursuant to an exemption from registration under Section 4(a)(2)

or Regulation D of the Securities Act, have a term of five years and are immediately exercisable at $2.40 per share.

The Shares and Warrants

were sold to a purchaser pursuant to a securities purchase agreement, dated June 16, 2024, between the Company and the purchaser (the

"Purchase Agreement").

Roth Capital Partners, LLC acted as placement agent (the "Placement Agent"), pursuant to a

placement agency agreement between the Company and the Placement Agent dated June 16, 2024 (the "Placement Agency Agreement").

The Company paid the Placement Agent as compensation a cash fee equal to 6.5% of the gross proceeds of the Offering plus reimbursement

of certain expenses and legal fees.

On July 9, 2024, as required

by the Purchase Agreement, we filed a resale registration statement on Form S-1 with the SEC for purposes of registering the Warrant Shares

(the "Resale Form S-1").

Upon filing an amendment on July 23, 2024, the Resale Form S-1 was declared effective by the SEC on

July 26, 2024.

On February 15, 2022,

pursuant to the terms of a share transfer framework agreement (the “Transfer Agreement”) for acquisition of 100% of the ordinary

shares of Anivia Limited (“Anivia”) and its subsidiaries and VIE, the Company issued 3,083,700 restricted shares (subject

to a lock-up period of 180 days and insider trading rules) of the Company’s common stock to White Cherry Limited, a BVI company

(“White Cherry”).

The shares issued under the Transfer Agreement were issued in accordance with Regulation S of the Securities

Please see Note 4 of the Notes to Consolidated Financial Statements for further details concerning the transaction.

On January 27, 2021, the Company

completed a private placement offering pursuant to which the Company sold to two accredited investors an aggregate of $3,000,000 in convertible

notes with a 6% interest per annum (the “Convertible Note”) and warrants to purchase shares of Common Stock equaling 80% of

the number of shares of Class A Common Stock issuable upon conversion of the Convertible Notes.

The warrants are exercisable for a period

5 unchanged sentences

our IPO, pursuant to their terms, the Convertible Notes converted at a price equal to the lesser of (a) a price representing a 30% discount

to the public offering price per share of the Class A Common Stock in this Offering, or (b) a price representing a 30% discount

to the price per share equal to dividing $200 million by the total number of (x) outstanding shares of Class A Common Stock immediately

prior to the IPO, (y) the number of Class A Common Stock issuable upon conversion of the 34,500 shares of Series A Preferred Stock, and

(z) the number of Class A Common Stock issuable upon conversion of all outstanding Convertible Notes.

Any interest accrued on the Convertible

Note will be waived upon conversion.

The Convertible Notes and warrants were sold pursuant to an exemption from registration under Rule

506(b) under Regulation D of the Securities Act.

to the public offering price per share of the Common Stock in this Offering, or (b) a price representing a 30% discount to the price

per share equal to dividing $200 million by the total number of (x) outstanding shares of Common Stock immediately prior to the IPO, (y)

the number of Common Stock issuable upon conversion of the 34,500 shares of Series A Preferred Stock, and (z) the number of Common Stock

issuable upon conversion of all outstanding Convertible Notes.

Any interest accrued on the Convertible Note will be waived upon conversion.

The Convertible Notes and warrants were sold pursuant to an exemption from registration under Rule 506(b) under Regulation D of the Securities

In connection with the Convertible

Note offering, the Company issued placement agent warrants to purchase 7.0% of the shares of Class A Common Stock underlying the Convertible

Notes exercisable at the conversion price of the Convertible Note (the “Conversion Price”).

The placement agent warrants were

exercisable for a period of five years from the issuance date and are treated as a debt issuance cost.

Issuer Purchases of

Equity Securities

Note offering, the Company issued placement agent warrants to purchase 7.0% of the shares of Common Stock underlying the Convertible Notes

exercisable at the conversion price of the Convertible Note (the “Conversion Price”).

The placement agent warrants were exercisable

for a period of five years from the issuance date and are treated as a debt issuance cost.

Issuer Purchases of Equity Securities

Use of Proceeds

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