What changed in this filing

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Item 2. Unregistered Sales of Equity Securities

2024-05-20 compared with 2023-11-20 · 38 added, 12 removed, 6 unchanged (89% of the section changed)

1 unchanged sentence

Sales of Equity Securities

March through July 2023, we entered into Securities Purchase Agreements (the “2023 SPAs”) which provide for advances of up

to $6 million in proceeds to us, subject to our satisfaction of certain conditions (“2023 Private Placement”).

the 2023 SPAs, from March through July of 2023, we issued Senior Secured Convertible Promissory Notes (“Notes”) with an aggregate

principal amount of $6,066,667, which amount included an original issue discount (“OID”) of $606,667, and underwriter fees

for $464,250, resulting in advance proceeds to us of $5.0 million.

The notes automatically converted into Common Stock at an initial

public offering on a primary exchange.

As a result of the $6 price of the shares sold in the IPO, the Conversion Price was set at $4.20

The Company issued 1,498,332 shares of common stock following the IPO.

In connection with the issuance of the Notes, we also

issued five-year warrants exercisable for an aggregate of 505,570 shares of common stock with a strike price at a 25% premium to the

Conversion Price or $5.25 per share subject to anti-dilution, issuable on a pro rata basis at each funding.

January 1, 2024, the Company issued 75,000 shares of common stock to Brian Hannash in exchange for consulting services related to

the Company’s transition to a public company.

On January 22, 2024, the Company received proceeds of $26,180 from Exchange Listing, LLC upon the exercise of 11,000

common stock warrants at an exercise price of $2.38.

each of February 9, 2024, February 13, 2024, February 14, 2024, February 23, 2024, March 8, 2024, March 11, 2024, March 13, 2024 and

March 14, 2024 the Company entered into securities purchase agreements (the “February and March 2024 SPAs”) with a total

of nine accredited investors for the issuance and purchase of convertible promissory notes (the “February and March 2024

Notes”) for an aggregate purchase price of $1,135,000.

The February and March 2024 Notes bear an interest rate of 8.5% per

annum, which shall be payable quarterly by the Company in cash or in shares of the Company’s common stock at the conversion

price as defined in the form of the Certificate of Designation of the Series B Convertible Preferred Stock (the “Series B

Preferred Stock Certificate of Designation”).

February 12, 2024, in connection with the February and March 2024 SPAs and a securities purchase agreement (the “November

SPA”) with Flagstaff International, LLC (“Flagstaff International”), dated November 9, 2023, for the issuance and

purchase of the Company’s Series B Convertible Preferred Stock, par value $0.001 per share (the “Series B Preferred

Stock”), at a price per share of $2.38, for an aggregate purchase price is $3,000,000, the Company and Flagstaff International

entered into a First Amendment to the November SPA (the “First Amendment”).

The First Amendment provides for the

issuance and purchase of a convertible promissory note with substantially the same terms as the February and March 2024 Notes.

Company agreed to obtain stockholders approval of an amendment to the Company’s Certificate of Incorporation to authorize the

creation of the Series B Preferred Stock (the “Stockholder Approval”) and file the Series B Preferred Stock Certificate

of Designation with the Secretary of State of the State of Delaware following the Stockholder Approval.

February 2024, the Company and Flagstaff entered into a non-material second amendment to the SPA obligating the Company to file a resale

registration statement for the Common Stock underlying the Series B Preferred Stock within fifteen (15) business days following the date

of the Stockholder Approval.

March 22, 2024, the Company and Flagstaff entered into the third amendment to the November SPA (the “Third Amendment”) to

increase the investment amount from $3,000,000 to $5,00,000 and to modify the terms from the sale and issuance of the Series B Preferred

Stock to the sale and issuance of a convertible promissory note.

Pursuant to the Third Amendment, the November SPA was amended to provide

that the Company shall sell to Flagstaff International a convertible promissory note (the “Flagstaff Note”) for an aggregate

purchase price of $5,000,000, to be paid to the Company in fifteen (15) monthly installments of differing amounts.

Upon obtaining the

Stockholder Approval and the filing of the Series B Preferred Stock Certificate of Designation with the Secretary of State of the State

of Delaware, the Flagstaff Note will be convertible into a total of 2,100,841 shares of Series B Preferred Stock in lieu of Flagstaff

International funding amounts under the Flagstaff Note to the Company for a purchase amount equal to each monthly purchase amount set

forth in the Third Amendment.

On April 4, 2024, the Company issued 53,063

shares of common stock to Leonite Fund I, LP to settle a 2023 convertible note dispute.

otherwise stated above, the issuances of these securities were made in reliance upon exemptions provided by Section 4(a)(2) of the Securities

3 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