Item 2. Unregistered Sales of Equity Securities
ITEM
2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.
On
July 21, 2025, we issued 54,421 share of our common stock to an investor relations consulting firm for services rendered. We did not
receive any proceeds from the issuance. The shares were issued in reliance on the exemption from registration under the Securities Act,
afforded by Section 4(a)(2) and/or Rule 506 promulgated thereunder.
On
September 16, 2025, the Company issued the Seidenberg Settlement Shares pursuant to the Seidenberg Settlement Agreement. Each of the
Seidenberg Settlement Shares and Seidenberg Settlement Agreement are referred to under Item 5 below (which is incorporated herein by
reference). The Seidenberg Settlement Shares were issued in reliance on the exemption from registration under the Securities Act, afforded
by Section 4(a)(2) and/or Rule 506 promulgated thereunder.
On
September 16, 2025, the Company issued the Hesse Settlement Shares pursuant to the Hesse Settlement Agreement. Each of the Hesse Settlement
Shares and Hesse Settlement Agreement are referred to under Item 5 below (which is incorporated herein by reference). The Hesse Settlement
Shares were issued in reliance on the exemption from registration under the Securities Act, afforded by Section 4(a)(2) and/or Rule 506
promulgated thereunder.
On
September 16, 2025, the Company issued 59,147 shares of common stock (the “Adjustment Shares”) to the investors in the June
2025 private placement in consideration of the adjustment provision contained in their subscription agreements which provided that if
the Company issues shares of common stock below $4.00 per share at any time prior February 19, 2026, the investors in the June 10, 2025
private placement would be entitled to receive additional shares to effectively reduce their purchase price to such lower price; provided
that the effective price per share could not be adjusted below the Minimum Price, which was $2.67 per share, as defined under Nasdaq
Rule 5635(d). The Adjustment Shares were issued in reliance on the exemption from registration under the Securities Act, afforded by
Section 4(a)(2) and/or Rule 506 promulgated thereunder.
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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