−Removed: SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.
−Removed: August 9, 2022, the Company and certain accredited investors (each an “Investor” and collectively, the “Investors”)
−Removed: entered into a securities purchase agreement (the “Securities Purchase Agreement”) pursuant to which the Company agreed to
−Removed: sell and issue to the Investors in a private placement (the “Private Placement”) (i) an aggregate of 1,100,000 shares (the
−Removed: “Shares”) of the Company’s common stock, par value $0.00001 per share (the “Common Stock”), at a purchase
−Removed: 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
−Removed: 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
−Removed: (the “Common Warrants”), and (iii) in lieu of shares of Common Stock, 2,189,474 pre-funded warrants to purchase Common Stock,
−Removed: with an exercise price of $0.0001 per share of Common Stock, which are immediately exercisable and remain exercisable until exercised
−Removed: in full (the “Pre-Funded Warrants,” and together with the “Common Warrants, the “Warrants,” and collectively
−Removed: with the Shares, the “Securities”).
−Removed: The Private Placement closed on August 11, 2022.
−Removed: The Company received gross proceeds
−Removed: from the Private Placement of approximately five million dollars ($5,000,000.00), before deducting offering expenses payable by the Company.
−Removed: The Company intends to use the net proceeds of the Private Placement for working capital and other general corporate purposes.
−Removed: Company engaged Maxim Group LLC (“Maxim”) as the Company’s placement agent for the Private Placement pursuant to a
−Removed: Placement Agency Agreement (the “PAA”) dated as of August 9, 2022.
−Removed: Pursuant to the PAA, the Company agreed to pay Maxim a
−Removed: cash placement fee equal to 7.0% of the gross proceeds of the Private Placement, plus reimbursement of certain expenses and legal fees.
−Removed: of the securities referred to, above, were offered and sold without registration under the Securities Act of 1933, as amended (the “Securities
−Removed: Act”) in reliance on the exemptions provided by Section 4(a)(2) of the Securities Act as provided in Rule 506(b) of Regulation
−Removed: D promulgated thereunder.
−Removed: All of the foregoing securities as well the Common Stock issuable upon conversion or exercise of such securities,
−Removed: were not registered under the Securities Act or any other applicable securities laws and are deemed restricted securities, and unless
−Removed: so registered, may not be offered or sold in the United States except pursuant to an exemption from the registration requirements of
−Removed: the Securities Act.
−Removed: The sale of securities did not involve a public offering;
−Removed: the Company made no solicitation in connection with
−Removed: the sale other than communications with the investors;
−Removed: the Company obtained representations from the investors regarding their investment
−Removed: intent, experience and sophistication;
−Removed: and the investors either received or had access to adequate information about the Company in order
−Removed: to make an informed investment decision.
−Removed: August 23, 2022, the Company originally filed a Registration Statement on Form S-1 to register the Shares and the Common Stock underlying
−Removed: the Warrants described above which Registration Statement became effective on August 30, 2022.
−Removed: UPON SENIOR SECURITIES.
−Removed: SAFETY DISCLOSURES.
+Added: UNREGISTERED SALES OF EQUITY SECURITIES AND USE
+Added: forth below are the sales of all securities by the Company during the quarter ended March 31, 2023, which were not registered under the
+Added: Securities Act.
+Added: The Company believes that each of such issuances was exempt from registration under the Securities Act in reliance on
+Added: Section 4(a)(2) of the Securities Act and/or Regulation S under the Securities Act.
+Added: DEFAULT UPON SENIOR SECURITIES.
+Added: MINE SAFETY DISCLOSURES.
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.