Item 2. Unregistered Sales of Equity Securities
Item 2. Unregistered Sales of Equity Securities
and Use of Proceeds.
On October 4, 2021, we issued 937,500 shares of
common stock for a purchase price of $1.60 per share to accredited investors in a private placement. The wife of our VP of sales and marketing
Jeffrey Di Rubio participated in the private placement by purchasing 12,500 shares of common stock for $20,000. In conjunction with the
placement, we also entered into a registration rights agreement with the investors, whereby we are obligated to file a registration statement
with the Securities Exchange Commission on or before 120 calendar days after October 4, 2021 to register the resale by the investors of
937,500 shares of our common stock purchased in the placement.
On October 4, 2021, we issued 2,500,000 shares
of common stock to the sellers in connection with the Lighthouse Imaging, LLC, acquisition.
The issuance of the shares of common stock was
exempt from registration pursuant to the exemption contained in Section 4(a)(2) of the Securities Act of 1933, as amended, and Rule 506
of Regulation D, inasmuch as it was not a public offering since no general solicitation or advertising of any kind was used in connection
with the issuance and there was only a limited number of recipients or the recipients were knowledgeable accredited investors who understand
the investment risks. Accordingly, the shares issued as part of the private placement have not been registered under the Securities Act
of 1933, as amended, and until so registered, the securities may not be offered or sold in the United States absent registration or availability
of an applicable exemption from registration.
Item 3. Defaults Upon Senior Securities.
Not applicable.
Item 4. Mine Safety Disclosures.
Not applicable.
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