Item 2. Unregistered Sales of Equity Securities
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
During September 2024, the Company
entered into multiple warrant inducement transactions with certain holders of its existing warrants.
● On
September 3, 2024, the Company entered into inducement letter agreements with certain holders
of existing warrants (originally issued on June 26, 2023) to purchase an aggregate of 126,699
shares of common stock. The warrant holders exercised for cash the existing warrants at a
reduced exercise price of $5.00 per share, resulting in gross proceeds to the Company of
approximately $633,000; in addition to the shares of common stock issued as a result of the
warrant exercise, the warrant holders also received new unregistered Series A and Series
B warrants. This transaction closed on September 4, 2024, and the net proceeds received by
the Company amounted to approximately $489,000.
● On
September 18, 2024, the Company entered into inducement letter agreements with certain holders
of existing warrants (originally issued on May 1, 2024) to purchase an aggregate of 148,567
shares of common stock. The warrant holders exercised for cash the existing warrants at an
adjusted exercise price of $5.13 per share, resulting in gross proceeds to the Company of
approximately $762,000; in addition to the shares of common stock issued as a result of the
warrant exercise, the warrant holders also received new unregistered Series C and Series
D warrants. This transaction closed on September 19, 2024, and the net proceeds received
by the Company amounted to approximately $672,000.
● On
September 22, 2024, the Company entered into inducement letter agreements with certain holders
of existing warrants (originally issued on May 29, 2024) to purchase an aggregate of 263,160
shares of common stock. The warrant holders exercised for cash the existing warrants at an
adjusted exercise price of $9.875 per share, resulting in gross proceeds to the Company of
approximately $2.6 million; in addition to the shares of common stock issued as a result
of the warrant exercise, the warrant holders also received new unregistered Series E and
Series F warrants. This transaction closed on September 24, 2024, and the net proceeds received
by the Company amounted to approximately $2.3 million.
In connection with each of the aforementioned
warrant inducement transactions, the Company issued placement agent warrants to H.C. Wainwright & Co., LLC.
The aforementioned securities issued
under these transactions were sold and issued without registration under the Securities Act, in reliance on the exemptions provided by
Section 4(a)(2) of the Securities Act as a transaction not involving a public offering and Rule 506 promulgated under the Securities Act
as sales to accredited investors, and in reliance on similar exemptions under applicable state laws.
Subsequently, the Company filed a registration statement on Form S-1
in order to register the aforementioned securities issued under these transactions, and such registration was declared effective by the
Securities and Exchange Commission on October 17, 2024.
33
Item 3. Defaults Upon Senior Securities.
None.
Item 4. Mine Safety Disclosures.
Not Applicable.
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