What changed in this filing

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Item 2. Unregistered Sales of Equity Securities

2022-11-14 compared with 2022-08-12 · 34 added, 6 removed, 3 unchanged (93% of the section changed)

SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.

forth below are the sales of all securities by the Company during the quarter ended June 30, 2022, which were not registered under the

Securities Act.

The Company believes that each of such issuances was exempt from registration under the Securities Act in reliance on

Section 4(a)(2) of the Securities Act and/or Regulation S under the Securities Act.

March 2022 the company issued 8,215 shares of common stock upon exercise of outstanding warrants at an exercise price of $2.80 per common

share for aggregate proceeds of $23,000 to one shareholder.

August 9, 2022, the Company and certain accredited investors (each an “Investor” and collectively, the “Investors”)

entered into a securities purchase agreement (the “Securities Purchase Agreement”) pursuant to which the Company agreed to

sell and issue to the Investors in a private placement (the “Private Placement”) (i) an aggregate of 1,100,000 shares (the

“Shares”) of the Company’s common stock, par value $0.00001 per share (the “Common Stock”), at a purchase

price of $1.52 per share and associated warrant, (ii) an aggregate of 3,289,474 warrants to purchase Common Stock at an execution price

of $1.40 per warrant share which are immediately exercisable and remain exercisable for a term of five and a half (5.5) years from issuance

(the “Common Warrants”), and (iii) in lieu of shares of Common Stock, 2,189,474 pre-funded warrants to purchase Common Stock,

with an exercise price of $0.0001 per share of Common Stock, which are immediately exercisable and remain exercisable until exercised

in full (the “Pre-Funded Warrants,” and together with the “Common Warrants, the “Warrants,” and collectively

with the Shares, the “Securities”).

The Private Placement closed on August 11, 2022.

The Company received gross proceeds

from the Private Placement of approximately five million dollars ($5,000,000.00), before deducting offering expenses payable by the Company.

The Company intends to use the net proceeds of the Private Placement for working capital and other general corporate purposes.

Company engaged Maxim Group LLC (“Maxim”) as the Company’s placement agent for the Private Placement pursuant to a

Placement Agency Agreement (the “PAA”) dated as of August 9, 2022.

Pursuant to the PAA, the Company agreed to pay Maxim a

cash placement fee equal to 7.0% of the gross proceeds of the Private Placement, plus reimbursement of certain expenses and legal fees.

of the securities referred to, above, were offered and sold without registration under the Securities Act of 1933, as amended (the “Securities

Act”) in reliance on the exemptions provided by Section 4(a)(2) of the Securities Act as provided in Rule 506(b) of Regulation

D promulgated thereunder.

All of the foregoing securities as well the Common Stock issuable upon conversion or exercise of such securities,

were not registered under the Securities Act or any other applicable securities laws and are deemed restricted securities, and unless

so registered, may not be offered or sold in the United States except pursuant to an exemption from the registration requirements of

the Securities Act.

The sale of securities did not involve a public offering;

the Company made no solicitation in connection with

the sale other than communications with the investors;

the Company obtained representations from the investors regarding their investment

intent, experience and sophistication;

and the investors either received or had access to adequate information about the Company in order

to make an informed investment decision.

August 23, 2022, the Company originally filed a Registration Statement on Form S-1 to register the Shares and the Common Stock underlying

the Warrants described above which Registration Statement became effective on August 30, 2022.

UPON SENIOR 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.

What changed 10-Q

Item 2. Unregistered Sales of Equity Securities