Item 2. Unregistered Sales of Equity Securities
Item
2. Unregistered Sales of Equity Securities and Use of Proceeds
Unregistered
Sales of Equity Securities
There
have been no sales of unregistered securities during the quarter ended September 30, 2023 and from the period from October 1, 2023 to
the filing date of this Report, which have not previously been reported in a Current Report on Form 8-K, except as described below:
On
October 10, 2023, we entered into a Consulting Agreement with Luca Consulting to provide management consulting and business advisory
services to the Company during the term of the agreement, which is for three months. In consideration for agreeing to provide the services
under the agreement, the Company agreed to pay Luca Consulting $15,000 in cash and issued Luca Consulting 200,000 shares of restricted
common stock. The agreement contains customary confidentiality and non-circumvention provisions. The shares were valued at $0.60 per
share for a total of $120,000.
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The
issuance described above was exempt from registration pursuant to Section 4(a)(2), and/or Rule 506 of Regulation D of the Securities
Act, since the foregoing issuance did not involve a public offering, the recipient took the securities for investment and not
resale, we took take appropriate measures to restrict transfer, and the recipient was (a) an “accredited investor”;
and/or (b) had access to similar documentation and information as would be required in a Registration Statement under the Securities
Act. The securities are subject to transfer restrictions, and the certificates/book-entry notations evidencing the securities
contain an appropriate legend stating that such securities have not been registered under the Securities Act and may not be offered
or sold absent registration or pursuant to an exemption therefrom (except for those shares issuable upon exercise of warrants, which
as discussed above, have been registered under the Securities Act).
As
of the date of this Report, the Company has outstanding common stock purchase warrants to purchase 1,063,000 shares of common stock with
an exercise price of $1.00 per share, and expiration dates ranging from August 16, 2027 through December 22, 2027. The maximum number
of shares of common stock issuable upon exercise of the warrants is 1,063,000 shares.
Use
of Proceeds From Sale of Registered Securities
On
March 23, 2023, we completed our IPO, in which we sold 1,250,000 shares of common stock at a price to the public of $4.00 per share.
In connection with the IPO, the Company also granted the representative of the underwriters a 45-day option to purchase up to an additional
187,500 shares of its common stock. We received aggregate net proceeds of approximately $4.35 million, after deducting underwriting discounts
and commissions, and offering costs.
All
the shares issued and sold in our IPO were registered under the Securities Act pursuant to a registration statement on Form S-1 (File
No. 333-269240) originally filed by the Company with the SEC under the Securities Act on January 13, 2023, which was declared effective
on March 20, 2023. The representative of the underwriters of our IPO was Boustead Securities, LLC. Following the sale of all the shares
upon the closing of the IPO and the expiration of the over-allotment option, the offer terminated. No payments were made by us to directors,
officers or persons owning ten percent or more of our common stock or to their associates, or to our affiliates, other than payments
in the ordinary course of business, and payments for the repayment of debt.
There
has been no material change in the expected use of the net proceeds from our initial public offering as described in our final prospectus
filed with the SEC relating to the IPO on March 22, 2023, pursuant to Rule 424(b).
The
expected use of net proceeds from the IPO represents our intentions based upon our present plans and business conditions. We cannot predict
with certainty all of the particular uses for the proceeds of the IPO or the amounts that we will actually spend on the uses set forth
above. Accordingly, our management will have broad discretion in the application of the net proceeds we received from the IPO, and investors
will be relying on the judgment of our management regarding the application of our net proceeds. While we expect to use the net proceeds
for the purposes described above, the timing and amount of our actual expenditures will be based on many factors, including cash flows
from operations, the anticipated growth of our business, and the availability and terms of alternative financing sources to fund our
growth.
Purchases
of Equity Securities by the Issuer and Affiliated Purchasers
None.
Item
3. Defaults Upon Senior Securities
None.
Item
4. Mine Safety Disclosures
Not
applicable.
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