Item 2. Unregistered Sales of Equity Securities
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
Letter Agreements
On June 22, 2023, the Company entered into warrant exercise inducement offer letters (the “Letter Agreements”)
with those investors to whom warrants were issued by the Company pursuant to that certain securities purchase agreement, dated as of December
16, 2021, as amended on January 31, 2022, and as further amended and restated on September 9, 2022 (such investors, the “SPA Parties,”
and such warrants, the “Original SPA Warrants”). Pursuant to the Letter Agreements, the SPA Parties agreed, among other things,
to amend the exercise price of the Original SPA Warrants (as amended by the Letter Agreements, the “Amended SPA Warrants”),
which, since issuance, had been exercisable to purchase an aggregate 2,922,425 shares of the Company's common stock (“Common Stock”),
in exchange for the Company's agreement to (i) lower the $20.00 per-share exercise price of the Original SPA Warrants to a weighted average
of $3.28 per share, with multiple tranches priced between $2.04 and $4.64 per share, and (ii) upon the SPA Parties' exercise of the Amended
SPA Warrants, issue new warrants (“New SPA Warrants”) to the SPA Parties to purchase, in the aggregate, up to 2,922,425 shares
of Common Stock.
On June 23, 2023, pursuant to its Letter Agreement with the Company, ATW Special Situations I LLC (“ATW”)
exercised 165,713 Amended SPA Warrants, pursuant to which 165,713 shares of Common Stock and 165,713 New SPA Warrants were issued to ATW
by the Company in accordance with the terms of the Letter Agreement. In connection with the aforementioned warrant exercise, the Company
received proceeds of approximately $338K.
The New SPA Warrants issued to ATW (i) have an exercise price of $20.00 per share (including,
for purposes of clarification, full-ratchet anti-dilution on the exercise price and number of underlying shares issuable based on the
aggregate exercise price using $20.00 as the base exercise price), (ii) became immediately exercisable upon issuance, and (iii) are exercisable
until September 9, 2032.
The New SPAs Warrants were issued to ATW pursuant to and in accordance with an exemption from registration provided
by Section 4(a)(2), of the Securities Act of 1933, as amended (the "Securities Act"), and/or Regulation D promulgated under the Securities
Act.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. MINE SAFETY DISCLOSURES
Not applicable.
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