Item 2. Unregistered Sales of Equity Securities
ITEM 2.
UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
On April 30, 2025, the Company, entered into a Securities Purchase Agreement (the “ Purchase Agreement ”) with each of the buyers that are parties thereto (each, including its successors and assigns, a “ Buyer ”
and collectively, the “ Buyers ”) and JGB Collateral LLC, a Delaware limited liability company, as collateral agent. Pursuant to the Purchase Agreement, the
Company agreed to sell to the Buyers (i) Senior Secured Convertible Debentures (the “ Debentures ”) in an aggregate principal amount of $22,222,222 and (ii)
warrants to purchase up to 1,000,000 shares of its common stock, for an exercise price of $2.52 per share (the “ Warrants ”), subject to adjustments as set forth
in the Warrants, for a total purchase price of $20,000,000. The transactions contemplated by the Purchase Agreement were consummated on April 30, 2025. The issuance of the Debentures and Warrants was exempt from registration under the Securities Act
pursuant to Section 4(a)(2) thereof.
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.