What changed in this filing

/stocks — the workspaceLOADING

Item 2. Unregistered Sales of Equity Securities

2023-11-14 compared with 2023-08-14 · 37 added, 23 removed, 4 unchanged (94% of the section changed)

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

Convertible Senior Secured Term Loan –

On September 18, 2023, the Company entered into

a convertible senior secured term loan agreement with ATW Special Situations II LLC as collateral agent (in such capacity, the “Collateral

Agent”) and lender, and Transocean Finance Limited, ATW Special Situations I LLC, Material Impact Fund II, L.P., and RCB Equities

#1, LLC, as lenders, are related parties.

The Convertible Senior Secured Term Loan Agreement

provides the Company with up to $20.0 million of secured term loans, of which $11.6 million has already been funded and deemed issued

under the Convertible Senior Secured Term Loan Agreement.

Any portion of the outstanding principal amount of the Loans is prepayable at

the Company’s option pro rata to each Lender upon at least five days’ prior written notice to each Lender.

The Convertible Senior Secured Term Loan Agreement

included a 2.5% exit fee or $290,000, bearing interest at 12.50% per annum, payable quarterly in arrears on the first day of each calendar

quarter commencing April 1, 2024.

The loan agreement included a 2.5% original issue discount or $125,000 from the RCB Equities #1, LLC

promissory note.

The loan includes assumed legal fees of $150,000, deemed interest from convertible debentures of $378,116, and $500,000

held in escrow, recorded under other current assets of the condensed consolidated balance sheet.

The escrow balance will be held for at

least thirty days or until the collateral agent determines no obligation of expense greater than $150,000 incurred by the lender.

Loans will mature on the earliest of (a) the third anniversary of the date of the Term Loan Agreement of September 17, 2026., (b) 91 days

prior to the maturity of the 5% Original Issue Discount Senior Secured Convertible Debentures, dated as of September 9, 2022.

Subject to the terms and conditions of the Term

Loan Agreement, the Company may, upon at least two trading days’ written notice to the Lenders, elect to redeem some or all of the

then outstanding principal amount of the Loans.

In connection with any such election, which shall be irrevocable, the Company shall pay

each Lender, on a pro rata basis, an amount in cash equal to the greater of (x) the sum of (i) 100% of the then outstanding principal

amount of the Loans, (ii) accrued but unpaid interest and (iii) all liquidated damages and other amounts due in respect of the Loans (including,

without limitation, the Exit Fee (as defined in the Term Loan Agreement)) (the “Optional Redemption Amount”) and (y) the product

of (i) the aggregate number of shares of the Company’s common stock, par value $0.0001 per share (“Common Stock”), then

issuable upon conversion of the applicable Optional Redemption Amount (without regard to any limitations on conversion set forth in the

Term Loan Agreement) multiplied by (ii) the highest closing sale price of the Common Stock on any trading day during the period commencing

on the date immediately preceding the date that the applicable notice of redemption is delivered to the Lenders and ending on the trading

day immediately prior to the date the Company makes the entire payment required to be made in connection with such redemption.

The Loans are convertible, in whole or in part,

at the option of each Lender into shares of Common Stock until the date that the Loans are no longer outstanding, at a conversion rate

equal to the outstanding principal amount of the Loans to be converted divided by a conversion price of $6.00 per share of Common Stock

(the “Conversion Price”), subject to certain customary anti-dilution adjustments as described in the Term Loan Agreement.

DEFAULTS UPON SENIOR SECURITIES

2 unchanged sentences

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