Item 2. Unregistered Sales of Equity Securities
Item 2. Unregistered Sales of Equity Securities
and Use of Proceeds
During
the three months ended March 31, 2025, 1,191 shares of previously issued Series 1 Convertible Preferred Stock were converted in
accordance with their terms into 1,190,996 shares of common stock at the election of their holder.
As previously reported in
the Company’s Current Report on Form 8-K filed with the SEC on January 10, 2020, on January 9, 2020, the Company issued and sold
to certain institutional investors 3,879.356 shares of Series 1 Preferred Stock at a purchase price of $7,011.47 per share, for an aggregate
purchase price of approximately $27.2 million, in reliance on an exemption under Section 4(a)(2) of the Securities Act of 1933,
as amended, from the registration requirements thereof. Each of the purchasers represented that it was acquiring the securities for investment
only and not with a view towards, or for resale in connection with, the public sale or distribution thereof and other statutory and/or
regulatory exemptions may also apply. Each share of Series 1 Convertible Preferred Stock is convertible into approximately 1,000 shares
of the Company’s common stock, at a conversion price initially equal to approximately $7.01 per common share, subject to certain
adjustments as described in the certificate of designation of preferences, rights and limitations of Series 1 Convertible Preferred Stock,
at any time at the option of the holder, provided that any conversion of Series 1 Convertible Preferred Stock by a holder into shares
of the Company’s common stock would be prohibited if, as a result of such conversion, the holder, together with its affiliates and
any other person or entity whose beneficial ownership of the Company’s common stock would be aggregated with such holder’s
for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, would beneficially own more than 9.99% of
the total number of shares of the Company’s common stock issued and outstanding after giving effect to such conversion. Upon written
notice to the Company, the holder may from time to time increase or decrease such limitation to any other percentage not in excess of 19.99%
specified in such notice.
Item 3. Defaults Upon Senior Securities
None.
Item 4. Mine Safety Disclosures
Not
applicable.
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