Item 2. Unregistered Sales of Equity Securities
ITEM
2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.
2022
Financing
During
the three months ended March 31, 2024, the Company received aggregate proceeds of $968,000 pursuant to certain unsecured convertible
notes (the “2022 Notes”). Through March 31, 2024, the Company had drawn down $4,195,500 under the 2022 Notes.
For
further details on the terms of the 2022 Notes, refer to our Form 10-K as filed with the SEC on March 28, 2024.
Preferred
Convertible Stock
During
the three months ended March 31, 2024, the Company issued 226,474 shares of restricted Series D-1 Convertible Preferred Stock upon the
conversion of $600,000 of principal and $48,161 accrued interest outstanding on the 2022 Notes.
The
Company believes that such transactions were exempt from the registration requirements of the Securities Act of 1933, as amended, (the
“Securities Act”), in reliance on Section 4(a)(2) of the Securities Act (or Rule 506(b) of Regulation D promulgated thereunder)
as transactions by an issuer not involving a public offering.
ITEM
3. DEFAULTS UPON SENIOR SECURITIES.
None.
ITEM
4. Mine Safety Disclosures.
Not
applicable.
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