Item 2. Unregistered Sales of Equity Securities
ITEM
2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
Recent
Sales of Unregistered Securities
The following is a summary of issuances of unregistered securities during
the first quarter of 2024, to the extent not previously disclosed in a Current Report on Form 8-K filed by the Company: (i) the Company
granted 393,703 shares of restricted shares of common stock pursuant to agreements regarding services provided to the Company: (ii) three
of the Company’s previously issued subordinated convertible balloon promissory notes aggregating $575,000 were amended to, among
other things, adjust the conversion price to $3.00 per share; and (iii) the Company issued convertible promissory notes to each of the
sellers in the Belami acquisition in substitution of an aggregate of $3,117,408 in cash due to the sellers on April 28, 2024, which can
be converted by the sellers into shares of the Company’s common stock at any time at $3.00 per share of the Company’s common
stock.
The sales or issuances of the securities described above were deemed to
be exempt from registration pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended, including Regulation D and Rule 506
promulgated thereunder, as transactions by the Company not involving a public offering.
Issuer
Purchases of Equity Securities
During
the quarter ended December 31, 2023, the Company withheld 3,785 shares of common stock, at a price per share of $1.72, to satisfy tax
withholding obligations due upon the vesting of a restricted stock grant. We did not pay cash to repurchase these shares, nor was this
repurchase part of a publicly announced plan or program.
Period
Total Number of Shares Purchased (1)
Average Price Paid per Share
Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs
Maximum Number of Shares That May Yet be Purchased Under the Plans or Programs
January 2024
386
$ 1.44
—
—
February 2024
6,421
1.50
—
—
March 2024
22,325
1.28
—
—
Total
29,132
$ 1.33
—
—
(1)
Includes shares repurchased to satisfy tax withholding obligations due upon the vesting of restricted stock held by certain employees.
We did not pay cash to repurchase these shares, nor were these repurchases part of a publicly announced plan or program.
ITEM
3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM
4. MINE SAFETY DISCLOSURES
Not
applicable.
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.