Item 2. Unregistered Sales of Equity Securities
ITEM
2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
Recent
Sales of Unregistered Securities
During the three months ended September 30, 2025, the Company issued and sold an
aggregate of 1,078,614 shares of common stock at a price per share of $1.59 pursuant to Purchase Agreements with eight accredited investors.
We received approximately $1.7 million in aggregate proceeds from these sales. The Company relied on the exemption from registration set
forth in Section 4(a)(2) and/or Rule 506 of Regulation D, of the Securities Act for these issuances.
During
the three months ended September 30, 2025, the Company issued 100,000 shares of common stock to a consultant for services. The Company relied on the exemption from registration set forth in Section 4(a)(2)
of the Securities Act for this issuance and/or Rule 506 of Regulation D, of the Securities Act for this issuance.
During
the three months ended September 30, 2025, the Company issued 316,617 shares of common stock pursuant to a consulting agreement with its former Chief Executive Officer
for consulting services. The Company relied on
the exemption from registration set forth in Section 4(a)(2) of the Securities Act for this issuance and/or Rule 506 of Regulation D, of the Securities Act for this issuance.
During the three months ended
September 30, 2025, the Company issued 101,347 shares of common stock to a director as compensation for services provided. The Company
relied on the exemption from registration set forth in Section 4(a)(2) of the Securities Act for this issuance and/or Rule 506 of Regulation
D, of the Securities Act for this issuance.
During the three months ended September 30, 2025, the Company issued 76,923 shares
of common stock in connection with the cashless exercise of certain outstanding warrants previously held by Hudson Global Ventures, LLC.
The Company relied on the exemption from registration set forth in Section 4(a)(2) of the Securities Act for this issuance and/or Rule
506 of Regulation D, of the Securities Act for this issuance.
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In
each issuance described above, the issuance did not involve a public offering and was made without general solicitation or general advertising, and the recipient
of the shares was an accredited investor and represented they acquired the shares for investment purposes and not with a view to distribution.
Purchases
of Equity Securities by the Issuer and Affiliated Purchasers
The
Company did not repurchase shares of common stock during the nine months ended September 30, 2025.
ITEM
3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM
4. MINE SAFETY DISCLOSURES
None.
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