What changed in this filing

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Item 2. Unregistered Sales of Equity Securities

2024-08-09 compared with 2024-05-20 · 32 added, 38 removed, 6 unchanged (92% of the section changed)

1 unchanged sentence

Sales of Equity Securities

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.

April 11, 2024, the Company issued 53,063 shares of common stock to Leonite Fund I, LP to settle a 2023 convertible note dispute.

May 21, 2024, the Company entered into three convertible promissory notes with related institutional accredited investors for an

additional amount of $ 3,000,000 .

The 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

Common Stock at the conversion price of $2.38 per share.

The maturity date of the Notes shall be on the earlier of (i) June 21,

2025, (ii) upon written demand of the investors occurring on or after March 21, 2025 in the event that the Series B Preferred Shares

have not been duly authorized on or before such date, or (iii) immediately upon the occurrence of an event of default.

provisions to the SPA and Certificate of Designation previously issued on February 12, 2024 changed, including (i) the number of

shares of preferred stock to be designated as Series B Preferred Stock was increased from 1,500,000 to 5,000,000 ,

(ii) the stated value of the Series B Preferred Stock was changed from $ 1.00 to

share, (iii) the right to receive dividends will expire automatically on June 30, 2025, (iv) the liquidation rights will

automatically expire on June 30, 2025, and (iv) the number of shares of the common stock that a holder of Series B preferred stock

is entitled to receive shall not exceed the maximum percentage chosen by the holder, which is initially set at between 4.99 %

until shareholder approval is obtained, of the number of outstanding shares of the common stock at the time of the conversion of the

Series B preferred stock shares.

The maturity date shall be on the earlier of (i) June 21, 2025, (ii) upon written demand occurring

on or after March 21, 2025 in the event that the Series B preferred shares have not been duly authorized on or before such date, or

(iii) immediately upon the occurrence of an event of default.

Automatic conversion into shares of Series B preferred stock (at a

conversion price of $ 2.38 per

share) will occur following the date of shareholder approval.

In the event the Company fails to obtain shareholder approval before

August 15, 2024, rights exist to convert the outstanding amount into shares of the common stock, at a price per share of $ 2.38 .

June 28, 2024 the Company issued 90,032 shares of common stock to pre-IPO Series A Preferred Shareholders to settle certain

June 28, 2024, the Company issued 33,454 shares of common stock to holders of the Amended 2024 Convertible Promissory Notes in lieu of

cash payments for interest through June 30, 2024.

June 28, 2024, the Company issued 24,343 shares of common stock to its Board of Directors for their services from the Company’s

IPO on August 9, 2023 through March 31, 2024.

June 28, 2024, the Company issued 25,832 shares of common stock to its previous Chief Operating Officer in accordance with a severance

agreement executed on April 10, 2024.

June 28, 2024, the Company issued 20,000 shares of common stock to it previous CFO for services provided during the IPO.

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