Item 2. Unregistered Sales of Equity Securities
ITEM
2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
Sales
of Securities
There
were no sales of unregistered securities during the six months ended March 31, 2024, and from the period from September 30, 2023, to
the filing date of this Report.
Common
Stock Issued for Services
Common
stock issued for services during the six months ended March 31, 2024 is 437,643 shares with a total fair value of $20,000.
Common
Stock Issued Under Equity Incentive Plan
We
issued 2,792,423 shares of common stock for 4,039,824 RSU’s that vested during the six months ended March 31, 2024. The number
of RSUs sold by these employees to fund payroll taxes for the six months ended March 31, 2024 was 1,247,401.
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 these terms:
●
Each
(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.
●
The
New Warrant can be exercised on a cash or cashless basis.
●
The
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. New Warrant 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.
●
The
New Warrants will be adjusted for stock dividends and stock splits should such an event occur during the term of the New Warrant.
Purchases
of Equity Securities by the Issuer and Affiliated Purchasers
There
were no purchases of equity securities by the issuer or affiliated purchasers during the six months ended March 31, 2024, and from the
period from September 30, 2023, to the filing date of this Report.
ITEM
3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM
4. MINE SAFETY DISCLOSURES
Not
applicable.
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