Unregistered Sales of Equity Securities and Use of Proceeds
−Removed: February 13, 2025, we issued a non-qualified stock option to purchase 23,818 shares of our common stock and a restricted stock award
−Removed: for 23,818 shares of our common stock to Alex Andre pursuant to the terms of the employment agreement that he entered into with us in
−Removed: connection with his appointment as our Chief Financial Officer and General Counsel.
−Removed: The option has a ten-year term, subject to any earlier
−Removed: termination following cessation of Mr.
−Removed: Andre’s service with us, and an exercise price per share equal to the closing price of our
−Removed: common stock as reported by the Nasdaq on February 13, 2025.
−Removed: The restricted stock award and option shall each vest over four years as
−Removed: (a) 25% of the shares underlying the restricted stock award and option shall vest on the first anniversary of the grant date;
−Removed: and (b) six and one-quarter percent (6.25%) of the shares underlying the restricted stock award and option shall vest each quarter thereafter,
−Removed: subject to Mr.
−Removed: Andre’s continued service with us through each applicable vesting date.
−Removed: The securities were issued to Mr.
−Removed: in a private placement transaction that was exempt from the registration requirements of the Securities Act pursuant to Section 4(a)(2)
−Removed: of the Securities Act directly by us without engaging in any advertising or general solicitation of any kind and without payment of underwriting
−Removed: discounts or commissions to any person.
+Added: May 2, 2025, we and SemiCab Holdings entered into an equity purchase agreement with SemiCab Inc.
+Added: pursuant to which:
+Added: (i) SemiCab Holdings
+Added: purchased 9,999 shares of the issued and outstanding equity shares, Rs.
+Added: 10 par value, of SMCB, representing 99.99% of the issued and
+Added: outstanding equity shares of SMCB, for $1,750,000, the payment of which amount was evidenced by the issuance of a promissory note by
+Added: us to SemiCab, Inc., and (ii) we purchased the 20% membership interest in SemiCab Holdings then held by SemiCab, Inc.
+Added: for aggregate consideration
+Added: consisting of 119,742 shares of our common stock.
+Added: The acquisition was completed on May 2, 2025.
+Added: The shares of common stock were issued
+Added: to SemiCab, Inc.
+Added: in a private placement transaction that was exempt from the registration requirements of the Securities Act pursuant
+Added: to Section 4(a)(2) of the Securities Act directly by us without engaging in any advertising or general solicitation of any kind and without
+Added: payment of underwriting discounts or commissions to any person.
Defaults Upon Senior Securities
1 unchanged sentence
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.