Item 2. Unregistered Sales of Equity Securities
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES
AND USE OF PROCEEDS
As noted herein, in connection with the commencement
of the trading of our Common Stock on Nasdaq Capital Market, we converted 66,667 shares of Series A Preferred Stock in to 833,333 shares
of our common stock. This offering and sales were made in reliance on Section 4(a)(2) of the Securities Act of 1933, as amended. To make
this determination we relied on the representations of the purchasers contained in the securities purchase agreements signed by the purchasers,
which indicated the purchasers were knowledgeable about our management and our operations, were sophisticated investors, and understood
the purchase was part of a private placement.
As noted herein, in connection with the commencement
of the trading of our Common Stock on Nasdaq Capital Market, approximately $1,228,997 in convertible notes payable were converted into
272,156 shares of our common stock. This offering and sales were made in reliance on Section 4(a)(2) of the Securities Act of 1933, as
amended. To make this determination we relied on the representations of the purchasers contained in the securities purchase agreements
signed by the purchasers, which indicated the purchasers were knowledgeable about our management and our operations, were sophisticated
investors, and understood the purchase was part of a private placement.
As noted herein, in connection with underwritten
public offering of 1,600,000 shares of common stock, we issued the underwriter, EF Hutton, a 5-year warrants to purchase 80,000 shares
of common stock at an exercise price equal $5.75. This offering and sales were made in reliance on Section 4(a)(2) of the Securities Act
of 1933, as amended. To make this determination we relied on the representations of the purchasers contained in the securities purchase
agreements signed by the purchasers, which indicated the purchasers were knowledgeable about our management and our operations, were sophisticated
investors, and understood the purchase was part of a private placement.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
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ITEM 4. MINE SAFETY DISCLOSURES
Not Applicable.
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