What changed in this filing

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Item 2. Unregistered Sales of Equity Securities

2025-05-13 compared with 2024-11-12 · 14 added, 43 removed, 4 unchanged (93% of the section changed)

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.

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

This transaction closed on September 4, 2024, and the net proceeds received by

the Company amounted to approximately $489,000.

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

This transaction closed on September 19, 2024, and the net proceeds received

by the Company amounted to approximately $672,000.

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.

On April 11, 2025, the Company entered into inducement letter agreements with certain holders of certain of its existing warrants to purchase an aggregate of 595,188 shares of the Company’s common stock, of which warrants to purchase 121,500 shares were originally issued to the holders on September 4, 2024 with an original exercise price of $5.00 per share, and warrants to purchase 473,688 shares were originally issued to the holders on September 24, 2024 with an original exercise price of $9.50 per share.

Pursuant to the inducement letter agreements, the holders agreed to exercise the existing warrants for cash at a reduced exercise price of $2.60 per share in consideration of the Company’s agreement to issue new unregistered Series G warrants to purchase up to an aggregate of 218,646 shares of common stock and new unregistered Series H warrants to purchase up to an aggregate of 1,724,814 shares of common stock, each at a purchase price of $0.125 per warrant.

The Series G Warrants have an exercise price of $2.60 per share, are exercisable immediately upon issuance, and have a term of exercise equal to five and one-half years following the effective date of the Resale Registration Statement (as defined below).

The Series H Warrants have an exercise price of $2.60 per share, are exercisable immediately upon issuance, and have a term of exercise equal to eighteen months following the effective date of the Resale Registration Statement.

The Company has agreed to file a registration statement providing for the resale of the shares issuable upon the exercise of the Series G and Series H warrants (the “Resale Registration Statement”) as soon as reasonably practicable (and in any event within 30 calendar days) after the date of the inducement letter agreements, and to use commercially reasonable efforts to have such Resale Registration Statement declared effective by the SEC within 60 calendar days following the date of the inducement letter agreements (or within 90 calendar days following the date of the inducement letter agreements in the case of a “full review” of such registration statement by the SEC) and to keep the Resale Registration Statement effective at all times until no holder of the Series G and Series H warrants owns any such warrants or shares.

Pursuant to the inducement letter agreements, the Company agreed not to issue, enter into any agreement to issue, or announce the issuance or proposed issuance of any common stock or common stock equivalents or file any registration statement or any amendment or supplement to any existing registration statement (in each case, subject to certain exceptions) until 30 calendar days after the closing of this transaction.

The Company also agreed not to effect or agree to effect any Variable Rate Transaction (as defined in the inducement letter agreements) until one year after the closing of this transaction (subject to an exception).

This transaction closed on April 14, 2025, and the gross proceeds to the Company were approximately $1.8 million prior to deducting placement agent fees and offering expenses.

The Company intends to use the net proceeds from this transaction for working capital and general corporate purposes.

Wainwright & Co., LLC (“HCW”) acted as the exclusive placement agent for the offering.

As compensation for such placement agent services, the Company agreed to pay HCW an aggregate cash fee equal to 7.5% of the gross proceeds received by the Company from this transaction, plus a management fee equal to 1.0% of the gross proceeds received by the Company, accountable expenses of $50,000, non-accountable expenses of $25,000, and $15,950 for clearing expenses.

The Company also agreed to issue to HCW or its designees warrants to purchase up to 44,639 shares of common stock (“PA Warrants”).

The PA Warrants are immediately exercisable, have a term of five and one-half years following the effective date of the Resale Registration Statement, and have an exercise price of $3.25 per share.

The aforementioned Series G and Series H warrants, the PA Warrants, and the shares issuable upon the exercise of such warrants 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.

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