Item 2. Unregistered Sales of Equity Securities
ITEM
2: UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
Unregistered
Sales of Equity Securities
The Company issued 360,902 and 481,312 restricted stock units (“RSUs”)
on January 3, 2025 and March 4, 2025, respectively, to certain employees at fair values ranging from $2.18 to $2.43 per RSU. The RSUs
are subject to a three-year cliff-vesting period and are payable in shares of the Company’s common stock. The RSUs fully vest upon
(i) death or disability or (ii) change of control. Dividend equivalents accrue on RSUs and are paid upon vesting; there were no accrued
dividends on unvested RSUs as of March 31, 2025.
On
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
service from April 1, 2024 through December 31, 2024.
On
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
transaction.
Unless otherwise stated above, the issuances of these securities were made
in reliance upon exemptions provided by Section 4(a)(2) of the Securities Act, Regulation D promulgated thereunder, or Securities Act
Rule 701 for the offer and sale of securities not involving a public offering.
ITEM
3: DEFAULTS UPON SENIOR SECURITIES.
None.
ITEM
4. MINE SAFETY DISCLOSURES
Not
applicable.
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.