Item 2. Unregistered Sales of Equity Securities
ITEM
2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
On
January 5, 2022, the Company issued 2,229,950 shares of common stock pursuant to a private placement offering at a per share price of
$3.24, resulting in gross proceeds of $7,225,038. Legal and registration fees amounted to $220,000, resulting in net proceeds of $7,005,038.
Prior to the private placement close, proceeds of $1,400,000, were received and recorded as a stock subscription payable, for the year
ended December 31, 2021.
On
January 21, 2022, the Company issued 10,000 shares of common stock, pursuant to a restricted stock award, “RSA” granted on January
7, 2022 and effective on January 20, 2022. The award is for 20,000 restricted shares of common, which vest in two equal installments,
the first on effective date and the remaining on the one year anniversary of the effective date, with a fair market value
of $3.48 per share, on the date of issuance. All shares were fully vested and upon issuance resulted in stock-based compensation of $34,800.
Shares were issued in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended,
as there was no general solicitation, and the transaction did not involve a public offering.
On
February 15, 2022, the Company filed Form S-3, to register 2,269,950 shares of common stock. On March 22, 2022, April 22, 2022, May 25,
2022 and June 14, 2022, the Company filed a Form S-3/A Amendment No. 1, 2, 3 and 4, respectively.
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.