UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
−Removed: as previously reported by us on our Current Report on Form 8-K, during the period covered by this Quarterly Report on Form 10-Q, the
−Removed: Company did not sell any unregistered securities.
−Removed: July 21, 2025, in connection with the Exchange Agreements, the Company issued an aggregate of 3,938 shares of Series A Convertible Preferred
−Removed: Stock to PIPE Convertible Note holders for the exchange of PIPE Convertible Notes with an aggregate principal amount of $3,938,311 (representing
−Removed: 100% of the remaining PIPE Convertible Notes).
−Removed: July 21, 2025, the Company issued 5,555 shares of Series A Convertible Preferred Stock for the exercise of Series A Preferred Warrants
−Removed: and cash proceeds of $5 million.
−Removed: the three months ended September 30, 2025, the Company issued an aggregate of 505,434 shares of Class A Common Stock with a fair value
−Removed: of $6.31 per share for the conversion of 3,189 shares of Series A Convertible Preferred Stock.
−Removed: the three months ended September 30, 2025, the Company issued an aggregate of 578,468 shares of Class A Common Stock with fair values
−Removed: ranging from $3.50 - $5.36 per share to Series A Convertible Preferred Share holders in lieu of cash for unpaid dividends.
−Removed: transactions described above were undertaken in reliance upon exemptions from registration afforded by Section 4(a)(2) of the Securities
−Removed: Act of 1933, as amended.
+Added: Sales of Unregistered Securities
+Added: are no transactions that have not been previously reported in a Current Report on Form 8-K or in our prior filings.
+Added: of Equity Securities by the Issuer and Affiliated Purchasers
+Added: On May 25, 2025, our Board approved the adoption of a stock repurchase program (the “2025 Repurchase Program”),
+Added: which ends on May 28, 2026.
+Added: Under the 2025 Repurchase Program, the Company could purchase up to $2 million worth of shares of its Common
+Added: Stock, with no shares exceeding a price of $2.00 per share, from time to time in the open market, in privately negotiated transactions,
+Added: pursuant to a Rule 10b5-1 trading plan or otherwise in accordance with applicable securities laws and other requirements.
+Added: The 2025 Repurchase
+Added: Program did not obligate the Company to repurchase any dollar amount or number of shares of Common Stock.
+Added: We purchased a total of 439,208
+Added: shares of our Common Stock under the 2025 Repurchase Program for $346,503.
+Added: following table presents details of our share repurchase transactions during the first three months of 2026:
+Added: 1, 2026 – January 31, 2026
+Added: 1, 2026 – February 28, 2026
+Added: 1, 2026 – March 31, 2026
+Added: The 2025 Share Repurchase Program does not require the Company to repurchase a certain amount of shares of its Common
DEFAULTS UPON SENIOR SECURITIES
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