Item 2. Unregistered Sales of Equity Securities
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES
AND USE OF PROCEEDS.
On September 20, 2022, we entered into an agreement with an investor to
exchange 1,452,016 shares of outstanding common stock for 1,452,016 prefunded warrants. The 1,452,016 shares of common stock were returned
to treasury. These warrants had an exercise price of $0.001 and a 9.99% beneficial ownership limitation. On October 19, 2022, the investor
net exercised all 1,452,016 prefunded warrants, with 1,451,795 shares of common stock issued and the remaining 221 warrants being cancelled.
Both the issuance of the warrants and the issuance of the shares of common stock upon their exercise were exempt from registration under
the Securities Act of 1933, as amended, under Section 3(a)(9) thereof.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES.
None.
ITEM 4. MINE SAFETY DISCLOSURES
Not applicable.
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