What changed in this filing

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Item 2. Unregistered Sales of Equity Securities

2024-02-07 compared with 2023-08-09 · 63 added, 5 removed, 5 unchanged (93% of the section changed)

1 unchanged sentence

of Securities

as previously disclosed in Form 8-K dated May 9, 2023 respecting the issuance of 62,016,618 shares of common stock in the Business Combination,

and as previously disclosed in the Form 8-K dated June 15, 2023 respecting the issuance of 100 shares of common stock upon the conversion

of the outstanding 100 shares of Series A Preferred Stock, there have been no sales of unregistered securities during the quarter ended

June 30, 2023, and from the period from September 30, 2022, to the filing date of this Report, which have not previously been disclosed

in the Company’s Quarterly Reports on Form 10-Q.

were no sales of unregistered securities during the quarter ended December 31, 2023, and from the period from September 30, 2023, to

the filing date of this Report.

On December 29, 2023, the Company issued 166,668 shares

of common stock as compensation to the non-executive members of our Board for a fair value of $5,000 for the services rendered during

the first quarter of fiscal year 2024 and 90,417 shares to an independent contractor with a fair value of $3,000.

Common Stock Issued Under Equity Incentive Plan

We issued 262,486 shares of common stock for 369,997

RSU’s that vested during the three months ended December 31, 2023.

The number of shares sold by these employees to fund payroll

taxes for the three months ended December 31, 2023 was 112,594.

Common Stock Issued Under Tender Offer

On December 26, 2023 we closed a tender offer to exchange

approximately 55.5 million 2021 Investor Warrants for shares of common stock and new warrants (“November 2023 Warrant Exchange”).

The November 2023 Warrant Exchange had 43,538,501 2021 Investor warrants tendered (78.4% of the outstanding 2021 Investor Warrants) resulting

in the issuance of 7,270,958 shares of common stock and 17,415,437 new warrants (“New Warrants”).

The New Warrants include

(1) New Warrant can subscribe for and purchase one (1) share of common stock from the Company

at an exercise price of eighteen cents ($0.18) on or before December 29, 2028.

New Warrant can be exercised on a cash or cashless basis.

New Warrants will automatically convert if the common stock trades at a bid price equal to

or greater than thirty-six cents ($0.36) for thirty (30) consecutive trading days.

holders will be notified if the automatic conversion is triggered and will be provided with

twenty (20) trading days to deliver a notice of exercise to the Company.

New Warrants will be adjusted for stock dividends and stock splits should such an event occur

during the term of the New Warrant.

The weighted average warrant fair value of the 2021

Investor Warrants successfully tendered, as determined using the Black-Scholes option valuation model, was in excess of the value of the

consideration paid by the Company to the 2021 Investor Warrant holders who successfully tendered their warrants during the November 2023

Warrant Exchange.

We did not recognize a gain as a result of the November 2023 Warrant Exchange.

The assumptions used to estimate

the weighted average warrant fair value for the successfully tendered 2021 Investor Warrants include:

estimated volatility based primarily on historical monthly price changes of the Company’s

stock equal to the expected life of the warrant.

risk-free interest rate was based on the U.S.

Treasury yield in effect at the time of grant.

expected warrant term was the number of years the Company estimates the warrants will be

outstanding prior to exercise based on expected historical exercise patterns.

After the November 2023 Warrant Exchange, we had a

total of 43.2 million warrants outstanding comprised of 5.4 million from 2018 issued to placement agents, 8.4 million from 2021 issued

to placement agents, 12.0 million remaining 2021 investor warrants, and 17.4 million new warrants issued on December 26, 2023.

of Equity Securities by the Issuer and Affiliated Purchasers

There were no purchases of equity securities by the

issuer or affiliated purchasers during the quarter ended December 31, 2023, and from the period from September 30, 2023, to the filing

date of this Report.

As noted above, on December 26, 2023 we closed a tender

offer to exchange approximately 55.5 million 2021 Investor Warrants for shares of common stock and new warrants (“November 2023

Warrant Exchange”).

The November 2023 Warrant Exchange had 43,538,501 2021 Investor warrants tendered (78.4% of the outstanding

2021 Investor Warrants) resulting in the issuance of 7,270,958 shares of common stock and 17,415,437 new warrants (“New Warrants”).

The New Warrants include these terms:

(1) New Warrant can subscribe for and purchase one (1) share of common stock from the Company

at an exercise price of eighteen cents ($0.18) on or before December 29, 2028.

New Warrant can be exercised on a cash or cashless basis.

New Warrants will automatically convert if the common stock trades at a bid price equal to

or greater than thirty-six cents ($0.36) for thirty (30) consecutive trading days.

holders will be notified if the automatic conversion is triggered and will be provided with

twenty (20) trading days to deliver a notice of exercise to the Company.

New Warrants will be adjusted for stock dividends and stock splits should such an event occur

during the term of the New Warrant.

We did not recognize a gain as a result of the November 2023 Warrant Exchange.

After the November 2023 Warrant Exchange, we had a total of 43.2 million warrants outstanding comprised of 5.4 million from 2018 issued

to placement agents, 8.4 million from 2021 issued to placement agents, 12.0 million remaining 2021 investor warrants, and 17.4 million

new warrants issued on December 26, 2023.

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.

What changed 10-Q

Item 2. Unregistered Sales of Equity Securities