5 unchanged sentences
time, our common stock was not traded on any exchange or quoted on any over the counter market.
−Removed: As of September 20, 2024,
+Added: As of October 9, 2025,
we had 23 holders of record of our common stock and 31,493,686 shares of common stock outstanding.
26 unchanged sentences
Recent Sales of Unregistered Securities
−Removed: Set forth below is information
−Removed: regarding all securities issued by us within the past three years.
−Removed: Also included is the consideration received by us for such securities,
−Removed: if any, and information relating to the section of the Securities Act, or rule of the SEC, under which exemption from registration was
−Removed: On June 18, 2024, we closed
−Removed: on the Registered Direct offering of 2,083,334 Shares and a concurrent Private Placement of Warrants to purchase 2,083,334 Warrant Shares,
−Removed: which were sold for gross aggregate proceeds of $5,000,002.
−Removed: The Shares were sold pursuant to a prospectus supplement, filed on June 18,
−Removed: 2024, to the Registration Statement on Form S-3, originally filed on September 25, 2023, with the SEC (File No.
−Removed: 333-274665), and declared
−Removed: effective by the SEC on September 29, 2023.
−Removed: The Warrants, which were issued pursuant to an exemption from registration under Section 4(a)(2)
−Removed: or Regulation D of the Securities Act, have a term of five years and are immediately exercisable at $2.40 per share.
−Removed: The Shares and Warrants
−Removed: were sold to a purchaser pursuant to a securities purchase agreement, dated June 16, 2024, between the Company and the purchaser (the
−Removed: "Purchase Agreement").
−Removed: Roth Capital Partners, LLC acted as placement agent (the "Placement Agent"), pursuant to a
−Removed: placement agency agreement between the Company and the Placement Agent dated June 16, 2024 (the "Placement Agency Agreement").
−Removed: The Company paid the Placement Agent as compensation a cash fee equal to 6.5% of the gross proceeds of the Offering plus reimbursement
−Removed: of certain expenses and legal fees.
−Removed: On July 9, 2024, as required
−Removed: by the Purchase Agreement, we filed a resale registration statement on Form S-1 with the SEC for purposes of registering the Warrant Shares
−Removed: (the "Resale Form S-1").
−Removed: Upon filing an amendment on July 23, 2024, the Resale Form S-1 was declared effective by the SEC on
−Removed: July 26, 2024.
−Removed: On February 15, 2022,
−Removed: pursuant to the terms of a share transfer framework agreement (the “Transfer Agreement”) for acquisition of 100% of the ordinary
−Removed: shares of Anivia Limited (“Anivia”) and its subsidiaries and VIE, the Company issued 3,083,700 restricted shares (subject
−Removed: 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
−Removed: (“White Cherry”).
−Removed: The shares issued under the Transfer Agreement were issued in accordance with Regulation S of the Securities
−Removed: Please see Note 4 of the Notes to Consolidated Financial Statements for further details concerning the transaction.
−Removed: On January 27, 2021, the Company
−Removed: completed a private placement offering pursuant to which the Company sold to two accredited investors an aggregate of $3,000,000 in convertible
−Removed: notes with a 6% interest per annum (the “Convertible Note”) and warrants to purchase shares of Common Stock equaling 80% of
−Removed: the number of shares of Class A Common Stock issuable upon conversion of the Convertible Notes.
−Removed: The warrants are exercisable for a period
−Removed: of three years from the IPO completion date at a per share exercise price equal to the IPO.
−Removed: The Convertible Notes automatically converted
−Removed: into the Company’s common stock upon completion of a qualified IPO (the “Mandatory Conversion”) or were repayable in
−Removed: cash at the option of the holders of the Convertible Notes with repayment to commence six months after January 27, 2021.
−Removed: At the time of
−Removed: 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
−Removed: 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
−Removed: per share equal to dividing $200 million by the total number of (x) outstanding shares of Common Stock immediately prior to the IPO, (y)
−Removed: 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
−Removed: issuable upon conversion of all outstanding Convertible Notes.
−Removed: Any interest accrued on the Convertible Note will be waived upon conversion.
−Removed: The Convertible Notes and warrants were sold pursuant to an exemption from registration under Rule 506(b) under Regulation D of the Securities
−Removed: In connection with the Convertible
−Removed: Note offering, the Company issued placement agent warrants to purchase 7.0% of the shares of Common Stock underlying the Convertible Notes
−Removed: exercisable at the conversion price of the Convertible Note (the “Conversion Price”).
−Removed: The placement agent warrants were exercisable
−Removed: for a period of five years from the issuance date and are treated as a debt issuance cost.
Issuer Purchases of Equity Securities
1 unchanged sentence
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.