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Sales of Equity Securities
−Removed: August 22, 2024, the Company issued 25,601 shares of common stock to holders of the Amended 2024 Convertible Promissory Notes in lieu
−Removed: of $60,911 in cash payments for interest through August 22, 2024.
−Removed: August 28, 2024 the Company issued 102,860 shares of common stock to pre-IPO Series A Preferred Shareholders to settle certain claims.
−Removed: The Company recorded the fair value of the settlement totaling $293,791 as other expense in the condensed statements of operations.
−Removed: September 17, 2024, the Company issued 10,145 shares of common stock to a vendor pursuant to a marketing agreement.
−Removed: The Company recorded
−Removed: the fair value of services totaling $10,131 as general and administrative expense in the condensed statements of operations.
−Removed: otherwise stated above, the issuances of these securities were made in reliance upon exemptions provided by Section 4(a)(2) of the Securities
−Removed: Act, Regulation D promulgated thereunder, or Securities Act Rule 701 for the offer and sale of securities not involving a public offering.
+Added: The Company issued 360,902 and 481,312 restricted stock units (“RSUs”)
+Added: on January 3, 2025 and March 4, 2025, respectively, to certain employees at fair values ranging from $2.18 to $2.43 per RSU.
+Added: are subject to a three-year cliff-vesting period and are payable in shares of the Company’s common stock.
+Added: The RSUs fully vest upon
+Added: (i) death or disability or (ii) change of control.
+Added: Dividend equivalents accrue on RSUs and are paid upon vesting;
+Added: there were no accrued
+Added: dividends on unvested RSUs as of March 31, 2025.
+Added: January 17, 2025, the Company issued 39,471 shares of common stock with a fair value of $112,493 to its Board of Directors for their
+Added: service from April 1, 2024 through December 31, 2024.
+Added: January 17, 2025, the Company issued 186,166 shares of common stock to an investor in exchange for 502,647 warrants in a cashless exercise
+Added: Unless otherwise stated above, the issuances of these securities were made
+Added: in reliance upon exemptions provided by Section 4(a)(2) of the Securities Act, Regulation D promulgated thereunder, or Securities Act
+Added: Rule 701 for the offer and sale of securities not involving a public offering.
DEFAULTS UPON SENIOR SECURITIES.
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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.