Item 2. Unregistered Sales of Equity Securities
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
On August 17, 2022, we
consummated our initial public offering of 980,000 units at a price to the public of $7.50 per unit, each unit consisting of one share
of the Company’s common stock, par value $0.00001 per share (the “Common Stock”) and two warrants (the “Warrants”),
with each Warrant exercisable to acquire one share of common stock, pursuant to that certain underwriting agreement, dated as of August
14, 2022 (the “Underwriting Agreement”), between the Company and Maxim Group LLC, as representative (the “Representative”)
of the several underwriters named in the Underwriting Agreement for aggregate gross proceeds of approximately $7,350,000. In addition,
pursuant to the Underwriting Agreement, the Company granted the Representative a 45-day option to purchase up to 147,000 additional shares
of Common Stock, and/or up to 294,000 additional Warrants, to cover over-allotments in connection with the offering, which the Representative
partially exercised to purchase 294,000 Warrants.
The securities sold in
the offering were registered under the Securities Act on a registration statement on Form S-1 (No. 333-261616). The SEC declared the registration
statement effective on August 12, 2022.
Of the gross proceeds
received from the initial public offering, we received approximately $6.1 million, and we paid a total of approximately $588,000 in underwriting
discounts and commissions and $600,000 for other costs and expenses related to the initial public offering.
On April
17, 2023, the Company entered into a warrant exercise inducement letter agreement (“Inducement Letter”) with certain accredited
investors that were existing holders of warrants to purchase an aggregate of 150,000 shares of the Company’s common stock for cash,
wherein the investors agreed to exercise all of their existing warrants at an exercise price of $3.75 per share. The gross proceeds to
the Company from this transaction, before deducting estimated expenses and fees, was $562,000. In consideration for the immediate exercise
of the existing warrants for cash, the exercising holders received new warrants to purchase up to an aggregate of 300,000 shares of common
stock (the “New Warrants”) in a private placement pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended. The
New Warrants are immediately exercisable upon issuance at an exercise price of $3.75 per common share and will expire on April 19, 2028.
Th New Warrants and the shares of common stock issuable upon their exercise, have not been registered under the Securities Act of 1933,
and may not be offered or sold in the United States absent registration with the SEC or an applicable exemption from such registration
requirements. The New Warrants were offered only to accredited investors.
Item 3. Defaults Upon Senior Securities.
None.
Item 4. Mine Safety Disclosures.
Not Applicable.
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.