Item 2. Unregistered Sales of Equity Securities
Item
2. Unregistered Sales of Equity Securities and Use of Proceeds
On July 8, 2025, pursuant to the previously disclosed terms of the 2024 Convertible Notes, the Company issued 64,346 shares of the Company’s
common stock in payment of interest to one of the holders thereof. On September 3, 2025, pursuant to the previously disclosed terms of
the Series B Preferred Stock, the Company issued 116,523 shares of the Company’s common stock upon conversion of 145 shares of the
Series B Preferred Stock by the holder thereof. On September 25, 2025, the Company approved the issuance of 12,500 shares of the Company’s
common stock to an investor relations firm it had engaged, in consideration of services to be rendered thereby. Such issuances were exempt
from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), pursuant to Section 4(a)(2)
of the Securities Act, as transactions not involving public offerings.
Except
as disclosed above and as previously disclosed in our current and periodic reports filed prior to the date of this Form 10-Q, we did
not sell any unregistered securities or repurchase any of our securities during the three months ended September 30, 2025.
As
long as the 2024 Convertible Notes are outstanding, we may not, directly or indirectly, redeem, or declare or pay any cash dividend or
cash distribution on, any of our securities without the prior express written consent of a majority-in-interest of the holders of the
2024 Convertible Notes (subject to limited exceptions). Furthermore, our common stock is junior to our preferred stock with respect to
certain in-kind dividends payable to the holders of such preferred stock.
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