Item 2. Unregistered Sales of Equity Securities
Item 2. Unregistered Sales of Equity Securities
and Use of Proceeds.
Dr. Sudhir Srivastava, our Chairman and Chief
Executive Officer, through Sushruta Pvt. Ltd. (“ Sushruta ”), his holding Company, provided the Company with $2,000,000
in financing on December 4, 2024, $5,000,000 in financing on January 3, 2025, $10,000,000 in financing on January 20, 2025, $5,000,000
in financing on January 30, 2025 and $8,000,000 in financing on March 19. 2025. Each tranche of financing provided by Dr. Srivastava
was evidenced by a one-year convertible promissory note (collectively, the “ One-Year Notes ”). The One-Year Notes bore
interest at the rate of seven percent (7%) per annum, which accrued and was due at maturity. The One-Year Notes were convertible at the
option of the holder into shares of our common stock at a conversion price of $1.38 per share, subject to adjustment for stock splits,
stock dividends and similar recapitalization events. As of March 31, 2025, all $30,000,000 in principal amount of One-Year Notes, together
with $164,548 in interest thereon, were converted by Sushruta into 21,858,368 shares of our common stock.
The foregoing securities were issued in
accordance with the exemption from registration afforded by Section 4(a)(2) of under the Securities Act of 1933, as amended.
Item 3. Defaults Upon Senior Securities.
None.
Item 4. Mine Safety Disclosures.
Not applicable
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